Terms & Conditions for our Retreats

1. Definitions and Interpretation

1.1 In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:

“Affiliate”

means an entity which controls, is controlled by, or is common control with, a party, and control means the ability to vote 50% or more of the voting securities of any entity or otherwise having the ability to influence and direct the polices and direction of an entity;

“Applicable Law”

means any law, statute, regulation, statutory instrument, rule of law, bye-law or legislation then current and affecting or applicable to the actings of the Parties in any jurisdiction;

“Booking Fee”

means the full cost of the Experience at the time of the Engagement;

“Commencement Date”

means the date upon which the earlier of the following occurs:

(1) the Parties enter into an Order Form,

(2) Introduction of a Guest,

(3) Engagement by a Guest, or

(4) the commencement of provision of services to a Guest by a Retreat;

“Confidential Information”

means any information concerning either Party and relating to its business methods, plans, systems, finances or projects; its trade secrets; its products or services; its Intellectual Property (which is not in the public domain) or any other information which is expressly described as confidential or which either Party ought by its nature to know is confidential which shall include information about Guests which is of a sensitive and confidential nature;

“Content”

means any text, graphics, images, audio, video, software, data compilations including, but not limited to, text, graphics, logos, icons, sound clips, video clips, data compilations, page layout, underlying code and software and any other form of information capable of being stored in a computer that appears on, is uploaded to or forms part of the Services; BUT excluding Retreat Content;

“Controller”

has the meaning set out in the UK GDPR;

“Database”

means the database stored on the Platform which contains amongst others Retreat Content;

“Data Protection Legislation”

means the General Data Protection Regulation (Regulation (EU) 2016/679) (“GDPR”) (where applicable to the storage, retention and processing of European Union member’s personal data) and the Data Protection Act 2018, the retained European Union law version of the GDPR (the “UK GDPR”), as it forms part of the law of England and Wales, Scotland, and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018, the Data Protection Directive (95/46/EC), the Regulation of Investigatory Powers Act 2000, the Telecommunications (Lawful Business Practice) (Interception of Communications) Regulations 2000 (SI 2000/2699), the Electronic Communications Data Protection Directive (2002/58/EC), the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2426/2003) and all applicable laws and regulations relating to the processing of personal data and privacy in the relevant territory whether now or in the future in force, including where applicable the guidance and codes of practice issued by the ICO or the territorial equivalent;

“Data Subject”

has the meaning set out in the UK GDPR;

“Documentation”

means user documentation provided electronically by GRC for use with the Services including Content held within the Retreat area of the Platform which Retreats can subscribe to, in order to gain access to online training and learning materials as periodically updated;

“Engagement”

means any contract for the provision of an Experience entered into by a Retreat with a Guest;

“Experience”

means the services received by a Guest from a Retreat in terms of an Engagement; excluding Extras which are payable in addition to the Booking Fee at the end of the Experience;

“Extras”

means transfers, additional services such as additional spa or other treatments, excursions, sporting and other events, sundry extras such as mini bar tabs, purchased goods, food and beverages etc. which are payable in addition to and not included in the Experience;

“Fees”

means the sums of money payable by the Retreat to GRC in terms of the Agreement;

“Facilitation Fee”

the percentage of the Booking Fee as stated in the relevant Order Form, payable in respect of an Experience (for the avoidance of doubt, the Booking Fee excludes Extras which are payable in addition);

“Guest”

means any person Introduced by GRC to the Retreat for an Engagement via the Services;

“ICO”

means the United Kingdom’s Information Commissioner’s Office;

“Intellectual Property”

means patents, trademarks, trade name, service mark, copyright, trade secrets, know-how, process, technology, development tool, ideas, concepts, design right, domain names, moral right, database right, methodology, algorithm and invention, graphical user interface, menu command hierarchy and any other proprietary information (whether registered, unregistered, pending or applied for);

“Introduction”

an introduction will be deemed to have taken place where GRC has provided a Retreat with contact details of a Guest, or where a Retreat corresponds with a Guest following an approach by a Guest to the Retreat via the Services and “Introduced” shall be construed accordingly;

“Local Equipment”

means the Retreat’s own on-premise equipment including the hardware and software environment which is used in connection with the Services, which comprise of, but is not limited to - server computers (whether virtual or not), Desktop PC’s, Laptops or any other portable device, storage systems and relative hardware, firmware, operating software, operating system software, networking software, database software, anti-virus and security software, switches, power supplies and telecommunications infrastructure, internet connection, broadband availability and infrastructure, routers, Printers, associated peripheral devices or accessories whether fixed or portable;

“Order Form”

means on order form signed by the Parties substantially in the form of the sample Order form comprising Schedule 1 annexed;

“Personal Data”

has the meaning set out in the UK GDPR; “Platform” means the hardware and software environment in which the software element of the Services operates, which comprises one or more server computers (whether virtual or not), mirroring/duplicating/back-up and storage systems and relative hardware operating software, virtual machine software (where relevant), operating system software, database software, antivirus and security software, switches, power supplies and telecommunications infrastructure;

“Privacy Policy”

means GRC’s Privacy Policy which can be found at https://www.theglobalretreatcompany.com/privacypolicy;

“Process” and “Processor”

shall have the meanings set out in the UK GDPR;

“Promotional Post”

means a post on the Website which advertises the Retreat’s business including Retreat Services and is written in the course of the Services;

“Retreat”

means you, any person, firm or company including any associates or subsidiaries and to whom a Guest is Introduced and/or for whom TRGC provides the Services;

“Retreat Content”

means any text, graphics, images, audio, video, software, data compilations and any other form of information capable of being stored in a computer that is uploaded or otherwise provided by a Retreat;

“Retreat Services”

means the Retreat’s services which it offers to potential Guests;

“Services”

means the introduction to Guests and generally, the marketing services to be provided by GRC to the Retreat including the creation of Promotional Posts on the Website as specified in an Order Form and other services provided by GRC to the Retreat as available via the Platform and set out in these Terms and Conditions and the relevant Order Form;

“Shared Personal Data”

means the Personal Data and special category personal data to be shared between GRC and the Retreat under these Terms and Conditions;

“Software”

means the GRC proprietary operating software and the third-party software written in object and source code residing on and used for operating the Platform and the Services as updated and upgraded from time to time;

“Stated Purposes”

means the purposes in terms of which GRC and a Customer will share Personal Data as detailed in Schedule 3;

“Subscription Term”

means the period of time during which GRC is required to provide the Retreat with the Services as specified in the relevant Order Form;

“GRC” “we”, “us”, “our”

means THE GLOBAL RETREAT COMPANY LIMITED, a limited liability company incorporated in England with registration number 10572930, whose registered office is 60 Adam and Eve Mews, London W8 6UJ, UK;

“Website”

means this website https://www.theglobalretreatcompany.com or such other URL as is intimated to you by GRC from time to time;

“Website Host”

means, Squarespace.com, the service provider which hosts the Website;

1.2 Unless the context otherwise requires, each reference in these Terms and Conditions to:

1.2.1 “writing”, and any cognate expression, includes a reference to any communication effected by electronic transmission or similar means;

1.2.2 a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;

1.2.3 “these Terms and Conditions” is a reference to these Terms and Conditions and each of the Schedules as amended or supplemented at the relevant time;

1.2.4 a Schedule is a schedule to these Terms and Conditions; and

1.2.5 a Clause or paragraph is a reference to a Clause of these Terms and Conditions (other than the Schedules) or a paragraph of the relevant Schedule; and

1.2.6 a "Party" or the "Parties" refer to the parties to these Terms and Conditions.

1.3 The headings used in these Terms and Conditions are for convenience only and shall have no effect upon the interpretation of these Terms and Conditions.

1.4 Words imparting the singular number shall include the plural and vice versa.

1.5 References to any gender shall include any other gender

2. The Contract

2.1 Any and all business entered into by GRC is subject to these Terms and Conditions together with the Privacy Policy and the Order Forms (in reverse chronological order) and in the event of any conflict with any other terms and conditions, these Terms and Conditions together with the Privacy Policy and the Order Forms (in reverse chronological order) shall prevail unless agreed otherwise in writing by a Director of GRC.

2.2 If there is any conflict between the terms of an Order Form or these Terms and Conditions, then the Order Form shall have precedence.

2.3 No modification or change to these Terms and Conditions or an Order Form will be valid unless the details of any such changes are in writing, signed on behalf of GRC and the Retreat, and state the date on or after which such new terms will apply.

2.4 These Terms and Conditions together with the Privacy Policy and the Order Forms (in reverse chronological order) contain the entire agreement (“the Agreement”) between GRC and the Retreat and supersede all previous terms of business, agreement and arrangements.

2.5 The Agreement commences on the Commencement Date and, subject to the terms of Clause 16 will terminate when GRC is no longer obliged to provide the Retreat with Services under any Order Form.

2.6 At the end of the Retreat’s initial Subscription Term as detailed in the first Order Form, the subscription will auto-renew for the same length as the existing Agreement unless either party serves written notice to terminate the Agreement or any Order Form to the other party no later than 30 days before the renewal date.

3. The Services

3.1 From the date of the Agreement, in consideration for the payment of the Fees, GRC shall provide the Retreat with the Services

3.2 The Services typically include the following key features:

3.2.1 editorialised and dedicated Retreat pages on the Platform including photographs provided by the Retreat and if applicable;

3.2.2 a personal review written by TRGC member of staff or contractor posted on the Platform;

3.2.3 listing of specific set date activities and year-round programmes for the Retreat’s calendar;

3.2.4 ability for Guests to leave reviews on the Platform. Please note that in accordance with English Law, we must post an unredacted review; however, the Retreat will have the ability to respond to any such review. We will not be responsible for the vetting of any reviews other than as prescribed in our Guest Terms of Business; further, GRC shall not be liable for any loss, claim, action or demand incurred by the Retreat by the posting of a review on the Platform and the Retreat shall indemnify GRC in respect of any liability incurred by GRC by the posting of any review;

3.2.5 inclusion of the Retreat’s property and services in a GRC newsletter (at GRC’s entire discretion as to which GRC shall be sole judge);

3.2.6 inclusion of the Retreat’s property and services in GRC created social media activity (at GRC’s entire discretion as to which GRC shall be sole judge);

3.2.7 inclusion of the Retreat’s property and services in the GRC’s own PR campaigns (at GRC’s entire discretion as to which GRC shall be sole judge);

3.2.8 a lead generation form for specific enquiries through which potential Guests can contact the Retreat directly;

3.2.9 the ability of GRC via the ‘Queen of Retreats’ concierge service to send appropriate reader enquiries to the Retreat for potential business;

3.2.10 a GRC Retreats “Trust Badge of Honour” to include on the Retreat’s website with a live link to the Retreat’s page on the Platform;

3.2.11 any other Services specified in an Order Form.

4. Grant of Licence

4.1 GRC grants to the Retreat a non-exclusive, royalty based (i.e. the Fees specified in the Order Form), non-sublicensable, term licence to use the Services for the Retreat’s internal business purposes only for the Subscription Term, subject to the following conditions:

4.1.1 The Services are located on the Platform. GRC has full administrative access rights to the Platform. The Retreat may access the Services but has no right to administer the Platform or receive a copy of the object code or source code to the Software.

4.1.2 The Retreat must have a reasonable speed Internet connection, and Local Equipment that is compatible with the Services, as set out in the Documentation. None of these things are GRC’s responsibility.

4.1.3 GRC may periodically upgrade and update the Services, in order to provide users with a greater, evolving user experience. Some of these changes shall occur automatically, while others may require the Retreat to schedule and implement the changes. GRC shall provide the Retreat with reasonable notification in advance in this case.

4.1.4 GRC has all required distribution rights to the Intellectual Property in the Software and the Documentation. For a full list of third party licenses and attribution, please click here.

5. Marketing

5.1 GRC shall have the right to decline, cancel or otherwise remove any advertisement for Retreat Services provided by the Retreat to GRC at any time, for any reason and without giving prior notice to the Retreat.

5.2 Without prejudice to 5.1, if any advertisement for Retreat Services appears to demonstrate that the Retreat intends to discriminate on the grounds of age, disability, gender reassignment, marriage and civil partnership, pregnancy and maternity, race, religion or belief, sex, or sexual orientation, it will be declined.

5.3 Marketing for Retreat Services shall remain open and viewable by prospective Guests at the entire discretion of GRC (of which GRC shall be sole judge).

6. GRC’s Obligations

6.1 GRC shall deliver the Services to the Retreat with reasonable skill and care.

6.2 All Promotional Posts shall remain on the Website at the entire discretion of GRC (of which GRC shall be sole judge).

6.3 The Website shall remain active at the entire discretion of GRC (of which GRC shall be sole judge).

6.4 The provisions of this Clause 6 shall be subject to any and all events beyond GRC’s reasonable control. Such circumstances shall include, but not be limited to, the termination of the Website by the Website Host (unless such termination is the fault of GRC), the change of control, closure or winding-up of the Website Host and other events addressed in Clause 15 (Force Majeure).

6.5 GRC shall at all times be an independent contractor and GRC’s activities and those of its Affiliates, substitutes or employees are at all times under GRC’s exclusive direction and control.

6.6 GRC shall at all times be responsible for organising how and in what order the Advertising Services are performed and shall, where relevant, liaise with the Retreat (or the Retreat’s representative) to ensure that due account is taken of the impact of the timing of the Advertising Services to be performed upon the activities of the Retreat and any other contractors, consultants and similar third parties also engaged by the Retreat.

6.7 The engagement under this Agreement is mutually non-exclusive and GRC shall be entitled to provide its services to any other third party. The Retreat shall be entitled to acquire services similar to GRC’s services from any other third party, but that in all cases, subject to the terms of the Agreement.

6.8 The engagement and appointment of GRC under this Agreement does not create any mutual obligations on the part of the Retreat or GRC to offer or accept any further engagement and no continuing relationship shall hereby be created or implied.

6.9 GRC cannot guarantee to find a suitable Guest or Guests for the Retreat and gives no warranties as to the suitability of any Guest or their ability to pay the Retreats fees and charges is made or given by GRC.

7. The Retreat’s Obligations

7.1 The Retreat shall provide to GRC all information which is reasonably required for GRC to provide the Services. The Retreat shall use its best endeavours to ensure that such information is complete, accurate and up-to-date.

7.2 When submitting Retreat Content and information to GRC or communicating with any party including Guests via the Services, the following acceptable usage terms shall apply to the Retreat and its employees, agents and contractors:

7.2.1 the Retreat must not use obscene or vulgar language;

7.2.2 the Retreat must not submit Retreat Content that is untruthful, unlawful or otherwise objectionable. This includes, but is not limited to, Retreat Content that is abusive, threatening, harassing, defamatory, ageist, sexist or racist;

7.2.3 the Retreat shall ensure that all information and Retreat Content provided to GRC does not contain any material which infringes the rights of any third parties (including, but not limited to, Intellectual Property rights);

7.2.4 the Retreat must not submit Retreat Content that is intended to promote or incite violence;

7.2.5 submissions must be made using the English language(s). GRC will be unable to respond to enquiries submitted in any other languages;

7.2.6 the means by which the Retreat identifies itself must not violate these Terms and Conditions or any Applicable Laws;

7.2.7 the Retreat must not impersonate other legal entities, people, employees and representatives of GRC or our affiliates; and

7.2.8 the Retreat must not submit content which breaches the rights of third parties.

7.3 The Retreat acknowledges that GRC reserves the right to monitor any and all communications and Retreat Content made to us or whilst using the Services.

7.4 The Retreat acknowledges that GRC may retain copies of any and all communications and Retreat Content made to us or whilst using the Services.

7.5 The Retreat acknowledges that any information it sends to GRC through the Services may be modified by GRC in any way and the Retreat hereby waives its moral right to be identified as the author of such information. Any restrictions the Retreat may wish to place upon our use of such information must be communicated to us in advance and GRC reserves the right to reject such terms and associated information.

7.6 The Retreat agrees that it will be solely responsible for its Retreat Content and for any comments it makes anywhere on the Website or tweeted or re-tweeted to or posted on any social media site. Specifically, the Retreat agrees, represents and warrants that it has the right to use the Retreat Content that it submits.

7.7 The Retreat agrees that it will be liable to GRC and will, to the fullest extent permissible by law, indemnify GRC for any breach of the warranties given by the Retreat under this Clause 7. The Retreat will be responsible for any loss or damage suffered by GRC as a result of such breach.

7.8 The Retreat will provide the GRC with the following in a timely manner:

7.8.1 payment of Fees;

7.8.2 photographs in the number, size and specification requested by GRC;

7.8.3 information, dates, profiles and descriptions of the Retreat and the Retreat Services (including any necessary updates throughout the Subscription Term to ensure the Retreat’s pages on the Platform are accurate and up to date);

7.8.4 and any other information that GRC may reasonably require to provide the Services.

7.9 It is for the Retreat to assess the suitability of any Guest and to obtain any references required.

7.10 The Retreat must inform GRC of any health or safety risks or requirements of the Retreat Services, as well as the action taken by the Retreat to minimise and control such risks; however such risk lies with the Retreat and is not the responsibility of GRC.

7.11 The Retreat must not seek to employ any member of GRC’s staff, but in the event that any member of staff accepts an Engagement with the Retreat, the Retreat must pay a fee equating to one year of the employee’s salary.

7.12 The Retreat warrants that it shall immediately, and in any event within 48 hours of GRC’s first provision of information relating to the Guest’s identity, inform GRC if the Retreat believes that it is aware of the identity of the Guest other than via information supplied by GRC. The Retreat agrees that it will be deemed not to have been aware of the identity of the Guest prior to GRC’s provision of the information relating to the Guest’s identity if the Retreat fails to provide such a notice within the aforementioned 48 hours.

7.13 The Retreat acknowledges that GRC is under no obligation to provide the Services until all required information has been provided by the Retreat in accordance with this Clause 7.

7.14 The Retreat shall inform GRC immediately and amend the relevant Retreat Content in the event that any relevant information changes following the submission of that information to GRC.

7.15 Subject to the provisions of Clause 6 GRC shall not verify or otherwise check any Guest details, howsoever they may be provided to the Retreat.

7.16 It shall be the sole responsibility of the Retreat to arrange for any required medical examinations or investigations.

7.17 The Retreat must respond to an Introduction of a Guest within 48 hours of the Introduction.

7.18 The Retreat must notify GRC immediately of any Engagement that it makes with a Guest and provide details of the Booking Fee.

7.19 The Retreat must not redistribute Guest information on any system out with the Services such as any website, social media site, file sharing platform etc.

7.20 The Retreat is responsible for the collection of Booking Fees from the Guest.

7.21 After a third Subscription Term or the period of three years, whichever is shorter, GRC can request a new review of the Retreat Services via a fully hosted and structured visit of the full length of the Retreat’s standard programme in the form of a single room, full board and all activities and inclusions of the Retreat (including but not limited to treatments and transfers) free of charge.

7.22 The Retreat agrees:

7.22.1 not to represent itself as agent of GRC for any purpose, nor pledge GRC’s credit or give any condition or warranty or make any representation on GRC’s behalf or commit GRC to any contracts or otherwise incur any liability on behalf of GRC howsoever arising;

7.22.2 not without GRC’s prior written consent, make any representations, warranties, guarantees or other commitments with respect to the specifications, features or capabilities of the Services which are inconsistent with those contained in any promotional material supplied by GRC;

7.22.3 to observe all reasonable directions and instructions given to it by GRC in relation to the promotion and advertisement of the Services to the extent that such promotions or advertisements refer to the Services;

7.22.4 not to make any written statement as to the quality or manufacture of the Services without prior written approval of GRC;

7.22.5 that the Software shall contain the words “Powered by GRC©” or such other similar wording as is prescribed by GRC from time to time. The Retreat shall ensure that this wording is not removed or obscured from/in the Software; and

7.22.6 The Retreat shall supervise and control use of the Services in accordance with the terms of this Agreement.

8. Fees and Payment

8.1 The Fees to access the Platform and Services are through a recurring subscription as detailed in the relevant Order Form. The Retreat may only access the Platform and the Services by paying the Fees as set out in the Order Form.

8.2 Retreat shall pay GRC an annual or other recurring Fee (the Subscription Term being specified in the relevant Order Form) (exclusive of any VAT, if applicable) for the Services as specified on the relevant Order Form.

8.3 The Fees for the initial Subscription Term (stated in the first Order Form) will be as specified in the first Order Form. GRC reserves the right to change Fees from time to time and any such changes may affect the Retreat’s recurring Fees after the initial Subscription Term. Increases in price will be reflected in the Retreat’s recurring Fees for the Services.

8.4 For any Engagement made as a result of an Introduction through the Platform, the Retreat shall pay GRC a Facilitation Fee as specified in the relevant Order Form based on the Booking Fees. The Facilitation Fee is payable once the Experience has ended. GRC will invoice the Retreat the amount due within 21 days of the end of the Experience, (time is not of the essence in this regard). Late payment of the Facilitation Fee may result in late payment charges equal to an additional 5% Fee on monies due.

8.5 Additional Fees may apply for content editing when significant changes or additions are required to be made to the Retreat’s pages on the Website or if the Retreat requires additional support. If applicable, any additional Fee(s) will be pre-approved by the Retreat in writing (email sufficient) and charged at a rate of forty GBP (£40.00) per hour or as otherwise specified in an Order Form or Change Order.

8.6 All payments are due seven (7) days after invoicing and are payable in Sterling. The Retreat is responsible for any applicable bank charges. GRC reserves the right to charge The Retreat a late penalty for any payments not made when due of one hundred GBP (£100)

8.7 All Fees are exclusive of VAT and all other taxes or duties, which are the responsibility of the Retreat.

8.8 The Retreat must not in any way attempt to contact any Guests outside the System in order to circumvent the terms of this Agreement.

9. Confidentiality

9.1 Each Party undertakes that, except as provided by sub-Clause 9.2 or as authorised in writing by the other Party, it shall, at all times:

9.1.1 keep confidential all Confidential Information;

9.1.2 not disclose any Confidential Information to any other party;

9.1.3 not use any Confidential Information for any purpose other than as contemplated by and subject to the Agreement;

9.1.4 not make any copies of, record in any way or part with possession of any Confidential Information; and

9.1.5 ensure that none of its directors, officers, employees, agents or advisers does any act which, if done by that Party, would be a breach of the provisions of sub-Clauses 9.1.1 to 9.1.4 above.

9.2 Either Party may:

9.2.1 disclose any Confidential Information to:

9.2.1.1 any sub-contractor or supplier of that Party;

9.2.1.2 any governmental or other authority or regulatory body; or

9.2.1.3 any employee or officer of that Party or of any of the aforementioned persons; to such extent only as is necessary for the purposes contemplated by the Agreement, or as required by law, and in each case subject to that Party first informing the person in question that the Confidential Information is confidential and (except where the disclosure is to any such body as is mentioned in sub-Clause 9.2.1.2 above or any authorised employee or officer of any such body) obtaining and submitting to the other Party a written undertaking from the person in question, as nearly as practicable in the terms of this Clause, to keep the Confidential Information confidential and to use it only for the purposes for which the disclosure is made; and

9.2.2 use any Confidential Information for any purpose, or disclose it to any other person, to the extent only that it is, or has become, public knowledge through no fault of that Party, provided that in doing so that Party does not disclose any part of that Confidential Information which is not public knowledge.

9.3 The provisions of this Clause 9 shall continue in force in accordance with their terms, notwithstanding the termination of the Agreement for any reason.

9.4 Appendix 2 hereto sets out the scope, nature and purpose of processing by the Retreat, the duration of processing and the types of Personal Data and categories of Data Subject.

9.5 All instructions given by GRC to the Retreat shall be made in writing and shall at all times be in compliance with the Data Protection Legislation. the Retreat shall act on such written instructions from GRC unless the Retreat is required by law to do otherwise.

10. Data Processing

10.1 Both Parties will comply with all applicable requirements of the Data Protection Legislation. This Clause 10 is in addition to, and does not relieve, remove or replace a Party’s obligations or rights under the Data Protection Legislation.

10.2 The provisions of the Agreement shall apply to the processing of the Personal Data carried out by either party, and to all Personal Data held by either Party in relation to all such processing whether such Personal Data is held at the date of the Agreement or received afterwards.

10.3 The Agreement shall continue in full force and effect for so long as either Party is processing Personal Data on behalf of the other Party.

10.4 A Party shall only process the Personal Data received from the other Party:

10.4.1 for the purposes of the Agreement and not for any other purpose;

10.4.2 to the extent and in such a manner as is necessary for those purposes; and

10.4.3 strictly in accordance with the Agreement or otherwise with the express written authorisation and instructions of the other Party (which may be specific instructions or instructions of a general nature or as otherwise notified by the Processor to the Controller).

10.5 Schedule 2 Appendix 2 sets out the scope, nature and purpose of processing by both Parties, the duration of processing and the types of Personal Data and categories of Data Subject.

10.6 All instructions given by the Controller to the Processor shall be made in writing and shall at all times be in compliance with the Data Protection Legislation and other applicable laws. The Processor shall act only on such written instructions from the Controller unless the Processor is required by law to do otherwise (as per Article 29 of the UK GDPR).

10.7 The Processor shall promptly assist the Controller (where the Controller cannot do this itself via the Services) in complying with a legitimate Data Subject request to amend, transfer, delete, or otherwise dispose of Personal Data. Where permitted to do so by law, the Processor may charge a reasonable fee for providing such assistance.

10.8 Both Parties shall comply at all times with the Data Protection Legislation and other applicable laws and shall not perform their obligations under the Agreement or any other agreement or arrangement between themselves in such way as to cause either Party to breach any of its applicable obligations under the Data Protection Legislation.

10.9 The Controller hereby warrants, represents, and undertakes that the Personal Data shall comply with the Data Protection Legislation in all respects including, but not limited to, its collection, holding, and processing.

10.10 The Processor agrees to comply with any reasonable measures required by the Controller to ensure that its obligations under the Agreement are satisfactorily performed in accordance with any and all applicable legislation from time to time in force (including, but not limited to, the UK GDPR) and any best practice.

10.11 The Processor shall provide all reasonable assistance (at the Controller’s cost) to the Controller in complying with its obligations under the Data Protection Legislation with respect to the security of processing, the notification of Personal Data breaches, the conduct of data protection impact assessments, and in dealings with the ICO.

10.12 When processing the Personal Data on behalf of the Controller, the Processor shall:

10.12.1 not process the Personal Data outside the European Economic Area (all EU member states, plus Iceland, Liechtenstein, and Norway) (“EEA”) other than the United Kingdom (which shall be permitted) without the prior written consent of the Controller and, where the Controller consents to such a transfer to a country that is outside of the EEA, to comply with the obligations of Processors under the provisions applicable to transfers of Personal Data to third countries set out in Chapter 5 of the UK GDPR by providing an adequate level of protection to any Personal Data that is transferred and providing appropriate safeguards in relation to the transfer;

10.12.2 not transfer any of the Personal Data to any third Party without entering into a suitable agreement, as set out in Clause 10.21;

10.12.3 process the Personal Data only to the extent, and in such manner, as is necessary in order to comply with its obligations to the Controller or as may be required by law (in which case, the Processor shall inform the Controller of the legal requirement in question before processing the Personal Data for that purpose unless prohibited from doing so by law);

10.12.4 implement appropriate technical and organisational measures, and take all steps necessary to protect the Personal Data against unauthorised or unlawful processing, accidental loss, destruction, damage, alteration, or disclosure;

10.12.5 make available to the Controller any and all such information as is reasonably required and necessary to demonstrate the Processor’s compliance with the Data Protection Legislation; and

10.12.6 inform the Controller immediately if it is asked to do anything that infringes the UK GDPR or the Data Protection Legislation.

10.13 The Processor shall, at the Controller’s cost, assist the Controller in complying with its obligations under the Data Protection Legislation. In particular, the following shall apply to data subject access requests, complaints, and data breaches.

10.14 The Processor shall notify the Controller without undue delay if it receives:

10.14.1 a subject access request from a Data Subject; or

10.14.2 any other complaint or request relating to the processing of the Personal Data.

10.15 The Processor shall, at the Controller’s cost, cooperate fully with the Controller and assist as required in relation to any subject access request, complaint, or other request, including by:

10.15.1 providing the Controller with full details of the complaint or request;

10.15.2 providing the necessary information and assistance in order to comply with a subject access request;

10.15.3 providing the Controller with any Personal Data it holds in relation to a Data Subject (within the timescales required by the Controller); and

10.15.4 providing the Controller with any other information requested by the Controller.

10.16 The Processor shall notify the Controller immediately if it becomes aware of any form of Personal Data breach, including any unauthorised or unlawful processing, loss of, damage to, or destruction of any of the Personal Data.

10.17 The Controller shall be liable for, and shall indemnify (and keep indemnified) the Processor in respect of any and all action, proceeding, liability, cost, claim, loss, expense (including reasonable legal fees and payments on a solicitor and client basis), or demand suffered or incurred by, awarded against, or agreed to be paid by, the Processor and any Sub-Processor arising directly or in connection with:

10.17.1 any non-compliance by the Controller with the Data Protection Legislation or other applicable legislation;

10.17.2 any Personal Data processing carried out by the Processor or SubProcessor in accordance with instructions given by the Controller that infringe the Data Protection Legislation or other applicable legislation; or

10.17.3 any breach by the Controller of its obligations under the Agreement, except to the extent that the Processor or a Sub-Processor is liable under sub-Clause 10.18.

10.18 The Processor shall be liable for, and shall indemnify (and keep indemnified) the Controller in respect of any and all action, proceeding, liability, cost, claim, loss, expense (including reasonable legal fees and payments on a solicitor and client basis), or demand suffered or incurred by, awarded against, or agreed to be paid by, the Controller arising directly or in connection with the Processor’s Personal Data processing activities that are subject to the Agreement:

10.18.1 only to the extent that the same results from the Processor’s or a SubProcessor’s breach of the Agreement; and

10.18.2 not to the extent that the same is or are contributed to by any breach of the Agreement by the Controller. 10.19 The Controller shall not be entitled to claim back from the Processor or a SubProcessor any sums paid in compensation by the Controller in respect of any damage to the extent that the Controller is liable to indemnify the Processor or Sub-Processor under sub-Clause 10.17.

10.20 Nothing in the Agreement (and in particular, this Clause 10) shall relieve either Party of, or otherwise affect, the liability of either Party to any data subject, or for any other breach of that Party’s direct obligations under the Data Protection Legislation. Furthermore, the Processor hereby acknowledges that it shall remain subject to the authority of the ICO and shall co-operate fully therewith, as required, and that failure to comply with its obligations as a Data Processor under the UK GDPR may render it subject to the fines, penalties, and compensation requirements set out in the Data Protection Legislation.

10.21 In the event that the Processor appoints a Sub-Processor, the Processor shall: 10.21.1 enter into a Sub-Processing Agreement with the Sub-Processor which shall impose upon the Sub-Processor the same or similar obligations as are imposed upon the Processor by the Agreement;

10.21.2 ensure that the Sub-Processor complies fully with its obligations under the Sub-Processing Agreement and the Data Protection Legislation; and

10.21.3 remain fully liable to the Controller for performance of the SubProcessor’s obligations to the extent the Sub-Processor fails to fulfil their data protection obligations.

10.22 Except as provided otherwise herein, the Processor shall, at the written direction of the Controller, delete or return Personal Data and copies thereof to the Controller on termination of the Agreement unless required by applicable law to store the Personal Data (and for these purposes the term “delete” shall mean to put such data beyond use).

10.23 The Processor shall maintain complete and accurate records and information to demonstrate its compliance with this Clause 10 and immediately inform the Controller if, in the opinion of the Processor, its instruction infringes the DPA or UK GDPR or applicable laws.

11. Data Sharing

11.1 In certain circumstances, GRC and a Retreat may require to share data which includes Personal Data for example to Introduce Guests to the Retreat and (2) to perform and/or improve the Services and (3) to obtain relevant marketing, demographic, clinical and other appropriate information from GRC.

11.2 The Parties shall not process the Shared Personal Data for any purpose or in any way that is incompatible with the Stated Purposes.

11.3 The Shared Personal Data shall be disclosed by one Party to another only to the extent reasonably necessary for the Stated Purposes.

11.4 Each Party shall appoint a data protection officer and/or at least one other of its representatives as a point of contact for all issues relating to the sharing of the Shared Personal Data and the UK GDPR (including, but not limited to, compliance, training, and the handling of Personal Data breaches).

11.5 Both Parties shall at all times during the Subscription Term comply with their obligations as Data Controllers, the rights of Data Subjects, and all other applicable requirements under the UK GDPR. These Terms and Conditions are in addition to, and do not relieve, remove, or replace either Party’s obligations under the Data Protection Legislation. Any material breach of the Data Protection Legislation by either Party shall, if not remedied within 14 days of written notice from the other Party, give the other Party grounds to terminate the Agreement with immediate effect.

11.6 The extent of the Shared Personal Data, including any applicable restrictions relating to will be agreed between the Parties and set out in writing.

11.7 Each Party shall ensure that the Shared Personal Data is accurate and up-to date prior to its disclosure to the other Party.

11.8 The Parties shall use compatible technology for the processing of the Shared Personal Data in order to preserve accuracy.

11.9 Both Parties shall at all times during the Term process the Shared Personal Data fairly and lawfully.

11.10 Both Parties shall ensure that they have legitimate grounds for processing the Shared Personal Data under the Data Protection Legislation.

11.11 Both Parties shall ensure that they have in place all required notices and consents in order to enable the sharing of the Shared Personal Data under the Agreement. In particular, the Parties shall ensure that Data Subjects are provided with clear and sufficient information about the following:

11.11.1 the purposes for which their Personal Data is to be processed;

11.11.2 the legal basis upon which it is relying for such purposes;

11.11.3 the fact that their Personal Data is to be transferred to a third Party and sufficient detail about the transfer to enable the Data Subject to understand the purpose of the transfer and any risks associated therewith; and

11.11.4 in the event that their Personal Data is to be transferred outside of the United Kingdom or EEA, the fact that such a transfer is to take place and sufficient detail about the transfer to enable the Data Subject to understand the purpose of the transfer and any risks associated therewith; and

11.11.5 all other information required under Article 13 of the UK GDPR.

11.12 The Parties shall assist one another in complying with their respective obligations and the rights of Data Subjects under the Data Protection Legislation. Such assistance shall include, but not be limited to:

11.12.1 consulting with the other Party with respect to information and notices provided to Data Subjects relating to the Shared Personal Data;

11.12.2 informing the other Party about the receipt of Data Subject access requests and providing reasonable assistance in complying with the same;

11.12.3 not disclosing or otherwise releasing any Shared Personal Data in response to a Data Subject access request without prior consultation with the other Party, whenever reasonably possible;

11.12.4 assisting the other Party at the cost of the other Party in responding to any other Data Subject request.

11.13 Each Party shall maintain records of all Data Subject requests received, the decisions made in response, and any information provided to the Data Subject(s) concerned. Such records shall include copies of the request, details of any data accessed and shared, and, if applicable, details of any further correspondence, telephone conversations, or meetings relating to the request.

11.14 Each Party shall hold and process the Shared Personal Data only for so long as is necessary for the fulfilment of the Stated Purposes.

11.15 In the event that any statutory or similar retention periods apply to any of the Shared Personal Data, the relevant Personal Data shall be retained by the relevant Party in accordance therewith.

11.16 The Parties shall delete (or otherwise dispose of) or at a Party’s option anonymise the Shared Personal Data (or the relevant part thereof) and any and all copies thereof or, on the written request of the other Party, other than in the case of anonymised data, return it to the other disclosing Party, subject to any legal requirement to retain any applicable Personal Data, in the following circumstances:

11.16.1 upon the termination or expiry of the Agreement; or

11.16.2 once the Stated Purposes have been fulfilled and it is no longer necessary to retain the Shared Personal Data (or the relevant part thereof) in light of the Stated Purposes; whichever is earlier.

11.17 All Shared Personal Data to be deleted or disposed of or anonymised under the Agreement shall be deleted or disposed of using methods compliant with the Data Protection Legislation.

11.18 Following the deletion and/or disposal or anonymisation of the Shared Personal Data (as applicable), the Party deleting or disposing of the data shall notify the other Party of the same in writing, confirming that the Shared Personal Data has been deleted or disposed of or anonymised using methods compliant with the Data Protection Legislation.

11.19 For the purposes of this Clause the transfer of Shared Personal Data shall refer to any sharing of the Shared Personal Data by a Party with a third-party. Such sharing shall include, but not be limited to, the appointment of a third-party Data Processor and sharing the Shared Personal Data with a third-party Data Controller.

11.20 In the event that a Party wishes to appoint a third-party Data Processor, it shall remain liable to the other Party for any acts and/or omissions of the third-party processor and it shall comply with Articles 28 and 30 of the UK GDPR.

11.21 Neither Party shall transfer any of the Shared Personal Data outside of the United Kingdom or EEA unless:

11.21.1 that Party complies with the provisions of Article 26 of the UK GDPR (where the third Party is a joint controller); and

11.21.2 that Party ensures that the transfer is to a country that the European Commission has determined (by means of an adequacy decision) offers an adequate level of data protection, pursuant to Article 45 of the UK GDPR; there are appropriate safeguards in place pursuant to Article 46 of the UK GDPR; or one of the derogations for specific situations set out in Article 49 of the UK GDPR applies.

11.22 A Party shall transfer the Shared Personal Data to the other Party using methods compliant with the GDPR.

11.23 Both Parties shall ensure that they have in place appropriate technical and organisational measures as reviewed and approved by the other Party, to protect against the unauthorised or unlawful processing of, and against the accidental loss or destruction of, or damage to, the Shared Personal Data, having regard to the state of technological development and the cost of implementing any such measures.

11.24 When putting appropriate technical and organisational measures in place, both Parties shall ensure a level of security appropriate to the nature of the Shared Personal Data which is to be protected, and to the potential harm resulting from the unauthorised or unlawful processing of, the accidental loss or destruction of, or damage to, the Shared Personal Data.

11.25 All technical and organisational measures put in place by both Parties shall be reviewed regularly by the respective Party, updating such measures upon the agreement of the other Party as appropriate throughout the Term of the Agreement.

11.26 Both Parties shall ensure that any and all of their representatives by whom the Shared Personal Data is to be handled and processed are appropriately trained to do so in accordance with the Data Protection Legislation and with the requisite technical and organisational measures.

11.27 The Parties shall further ensure that any of their respective representatives to whom the Shared Personal Data is to be disclosed are subject to contractual obligations in relation to confidentiality and data protection that bind those Representatives and that are same as the obligations imposed upon the Parties by the Agreement.

11.28 In the event of a dispute or claim brought by a Data Subject or the ICO concerning the processing of Shared Personal Data against either or both Parties, the Parties will inform each other about any such disputes or claims and will cooperate with a view to settling them amicably in a timely fashion.

11.29 The Parties agree to respond to any generally available non-binding mediation procedure initiated by a Data Subject or by the supervisory authority. If they do participate in the proceedings, the Parties may elect to do so remotely (such as by telephone or other electronic means). The Parties also agree to consider participating in any other arbitration, mediation, or other dispute resolution proceedings developed for data protection disputes.

12. Intellectual Property

12.1 Content from the Website may be re-used without written permission where any of the exceptions detailed in Chapter III of the Copyright Designs and Patents Act 1988 apply.

12.2 Subject to the exceptions in Clause 12.1 of these Terms and Conditions, all Content, that is not Retreat Content, and the Database and the Software and the Documentation are the property of GRC, or GRC’s affiliates or licensors. By continuing to use the Services the Retreat acknowledges that such property is protected by applicable United Kingdom and international Intellectual Property and other Applicable Laws.

12.2 Nothing in the Agreement shall vest copyright or any other Intellectual Property rights subsisting in any and all materials created by GRC in the course of providing the Advertising Services.

12.3 Nothing in this Agreement shall vest any rights in any material provided by, or otherwise belonging to the Retreat which is used in the Promotional Posts in GRC.

12.4 The Retreat may print, reproduce, copy, distribute, store or in any other fashion re-use Content from the Website as specified in Clause 12.1 of these Terms and Conditions and for personal or educational purposes only unless otherwise indicated on the Website or unless given our express written permission to do so. Specifically, you agree that you will not systematically copy Content or third party Guest Content from the Website with a view to creating or compiling any form of comprehensive collection, compilation, directory or database unless given GRC’s express written permission to do so.

12.5 Subject to the terms and conditions of the Agreement, each Party grants to the other Party a limited, non-exclusive, non-sublicensable license during the Subscription Term to use such Party’s Trademarks (which in the case of GRC shall include GRC’s “Trust Badge of Honour”), solely for the purposes of promoting, marketing, advertising, or providing customer support in connection with the Services, provided that any such use is subject to (i) such Party’s prior written approval (email sufficient); and (ii) compliance with such Party’s branding guidelines made available to the other Party. Neither Party shall use the other Part’s Intellectual Property in any way which is inconsistent with the terms of this Agreement, or which brings the other Party’s business into disrepute or in any way damages the other Party’s business. Upon termination of the Agreement both Parties will immediately cease using the other Party’s Intellectual Property.

13. Liability

With the exception of death or personal injury or fraud, GRC shall not be liable or responsible for any loss or damages of any nature whether direct or indirect including any loss of profits or any consequential damages suffered or incurred by the Retreat, howsoever caused or arising, as a result of the Introduction of a Guest to the Retreat by GRC, the Engagement of a Retreat Introduced by GRC, the failure of GRC to Introduce any Guest to the Retreat, or otherwise arising out of or in connection with the Services or any agreement for the Services between GRC and the Retreat.

14. Indemnity

The Retreat shall indemnify GRC against any costs, liability, damages, loss, claims or proceedings incurred directly or indirectly by GRC which may arise out of the Retreat’s use of the Services or out of any breach by the Retreat of the terms of the Agreement.

15. Force Majeure

Neither Party shall be liable for any failure or delay in performing any of their obligations hereunder where such failure or delay results from any event, cause or circumstance that is beyond the reasonable control of that Party. Such event, cause or circumstance includes, but is not limited to: power failure, Internet Service Provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, epidemic, pandemic (whether naturally occurring or man-made) or other natural physical disaster, acts of terrorism, acts of war, governmental action or any other similar or dissimilar event that is beyond the control of the Party in question.

16. Termination and Suspension

16.1 Either Party may terminate the Agreement or any rights granted to the other under a particular Order Form at any time after expiry of the relevant Subscription Term provided all outstanding Fees have been paid to GRC for the Services by providing not less than 30 days’ prior written notice to the other Party.

16.2 Either Party may terminate the Agreement, or any rights granted under a particular Order Form with immediate effect if:

16.2.1 the other Party commits a material breach of any term of the Agreement or any Order Form which is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so; or

16.2.2 the other Party is unable to pay its debts and/or ceases to trade and/or becomes insolvent.

16.3 Clauses 1, 2, 4, 5, 6, 7, 8, 9, 10, 12, 13, 14, 15, 16, 17 and 18 shall continue after the Agreement ends.

16.4 If GRC terminates an Order Form under the Agreement because of nonpayment by the Retreat, all unpaid Fees for the remainder of the relevant Subscription Term will immediately fall due for payment.

16.5 Upon termination of the Agreement or any Order Form for any reason the Retreat shall immediately pay to GRC all of GRC’s unpaid invoices and interest at the rate specified in the relevant Order Form, for any services for which no invoice has been raised and any work in progress. GRC shall invoice the Retreat and the invoice shall be payable immediately on receipt.

16.6 Termination of the Agreement or any Order Form shall not affect any of the Parties’ rights and remedies that have accrued as at termination, including the right to claim damages (subject to the limitations contained herein) in respect of any breach of the Agreement or any Order Form that existed at or before the date of termination.

16.7 GRC may retain Retreat Content in backup media for an additional period of up to one year after the date of termination of the Agreement, or longer if required by law, provided it makes no further use of such User Content (except as provided for herein or as is required by law), keeps the Retreat Content confidential in accordance with Clause 9, and supplies the Retreat with a copy of the most recent back-up of the Retreat Content within 30 days of the Retreat’s request (at the Retreat’s cost).

17. Warranty Disclaimer

17.1 Except as expressly provided in the Agreement, the Services, Software and Professional Services are provided with no other warranties of any kind, and GRC disclaims all other warranties, express or implied, including without limitation any warranty of merchantability or fitness for a particular purpose. GRC does not warrant that the use of the Services shall be uninterrupted or error-free.

18. Limitation of Liability

18.1 Neither Party shall be liable under the Agreement for any indirect, special, incidental, punitive or consequential damages (including without limitation damages for loss of goodwill, work stoppage, computer failure or malfunction, lost or corrupted data, lost profits, lost business or lost opportunity), or any other similar damages under any theory of liability (whether in contract, tort/delict, strict liability or any other theory), even if the other Party has been informed of this possibility. The Retreat assumes all responsibility for the selection of the Services, Software and Documentation necessary to achieve the Retreat’s intended results, and for the use and results of the Services or work product. Each Party’s total liability for any direct loss, cost, claim or damages of any kind related to the Agreement or the relevant Order Form shall not exceed the amount of the Fees paid or payable by the relevant Party under such relevant Order Form during the period of 12 months before the event giving rise to such loss, cost, claim or damages. However, there is no limitation on direct loss, claim or damages arising as a result of an infringement of either Party’s Intellectual Property rights by the other Party, or a breach of Clauses 9, 10, 11 or 12 of the Agreement by the other Party.

18.2 GRC’s liability under the Agreement (except where provided otherwise in the Agreement to a lesser extent) shall be limited to the amount of professional indemnity insurance underwritten in the name of GRC which shall be £1,000,000.

19. Relationship

Nothing in these Terms and Conditions shall create a partnership or agency or the relationship of employer and employee, or other relationship between GRC and the Retreat.

20. Severance

In the event that any part(s) of the Agreement or any part thereof is declared to be invalid, unlawful, void or unenforceable then such terms or parts shall be severed and the remaining terms and conditions shall continue to be valid and enforceable to the fullest extent of the law.

21. Anti-Bribery

The Parties shall comply at all times with the provisions of the United Kingdom Antiterrorism, Crime and Security Act 2001, and the United Kingdom Bribery Act 2010 and where appropriate the United States The Foreign Corrupt Practices Act of 1977 and all other Applicable Laws relating to bribery and corruption.

22. Third Parties

No provision of the Agreement shall confer any benefit on or be enforceable by any person who is not a party to these Terms and Conditions under the Contract (Rights of Third Parties) Act 1999.

23. Law and Jurisdiction

23.1 These Terms and Conditions (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales.

23.2 Any dispute, controversy, proceedings or claim between the Parties relating to these Terms and Conditions (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the exclusive jurisdiction of the courts of England and Wales.