SANCTUS MASTER SERVICE AGREEMENT

Sanctus: 
Name: Sanctus London Limited

Coach: 
Name:Petra Vasileva

Service Type(s) to be delivered by Coach:
See Schedule 1 (Services Description).

Commencement Date:
1st August 2024

Fees:
See Schedule 1 (Services Description).
No minimum number of Sessions nor Fees are guaranteed by Sanctus by entering into this Agreement.

Payment Terms:
Fifteen (15) days from and including the date of receipt of the applicable invoice.

Minimum Insurance Limits:
£5,000,000

Applicable Schedules:
Schedule 1 – Services Description Schedule 2 – Service Levels
Schedule 3 – Data Processing Addendum

Sanctus is a specialist provider of coaching services to corporate clients. Coach is an accredited coach, qualified in the specialisms of coaching which Sanctus wishes to offer its clients (“Client”). Sanctus wishes to appoint Coach, and Coach wishes to provide his/ her Services to Sanctus, in accordance with, the terms of this Agreement.
The Agreement is comprised of the Commercial Terms, the Terms and Conditions and the Schedules appended hereto.
The Parties shall comply with their respective obligations under this Agreement. In the event of any conflict or inconsistency between these Commercial Terms, the Terms and Conditions and/or any Schedules, the order or priority shall be in that order (with these Commercial Terms prevailing) unless expressly stated otherwise. Defined terms in this Agreement shall have the meanings given to them in the Terms and Conditions.
THIS AGREEMENT has been entered into by an authorised signatory of each Party on the date of Sanctus’ signature below.


SANCTUS TERMS AND CONDITIONS

1. DEFINITIONS AND INTERPRETATION
1.1 In this Agreement, the following terms shall have the
following meanings:
"Affiliate" means, in respect of a Party, any body corporate that is the ultimate holding company of that Party together with any subsidiary (other than the Party) of that ultimate holding company (where "holding company" and "subsidiary" have the meanings given to them in section 1159 of the Companies Act 2006);
"Agreement" means the Commercial Terms, these Terms and Conditions and the Schedules;
“Applicable Data Protection Laws” means: (a) to the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data; (b) to the extent the EU GDPR applies, the law of the law of the European Union or any member state of the European Union to which a party is subject, which relates to the protection of personal data.
"Business Day" means any day other than a Saturday, Sunday or public holiday in England;
"Business Hours" means any time between the hours of 9.30am and 5.30pm on a Business Day; noting the timing of delivery of Coaching Sessions may occur outside these hours to accommodate Coach and Coachee requirements.
"Client" means the Sanctus end-client to which the Coach will provide its Services (and named in the Commercial Terms, if applicable);
"Coach" means the individual or the company referenced in the Commercial Terms;
“Coachee” means the individual employee, agent or other authorised person of the Client who signs up to Sessions with the Coach;
"Coach Materials" means all Intellectual Property Rights and other materials owned by or licensed to Coach prior to and/ or independently of this Agreement, which are used by Coach in connection with Coach's provision of the Services;
"Commercial Terms" means the Commercial Terms to which these Terms and Conditions are appended or in which it is agreed that they shall apply;
"Contract Year" means each successive twelve (12) month period during the Term and the shorter period commencing on the day after the last day of a Contract Year and ending on the date of termination or expiry of this Agreement;
“EU GDPR” means the General Data Protection Regulation ((EU) 2016/679), as it has effect in EU law;
“Feedback” means any suggestion or idea for improving or otherwise modifying Sanctus’ products, services or Sanctus Materials.
"Fees" means the costs, fees and expenses payable by Sanctus to Coach in respect of the Services as set out in the Commercial Terms, including any amounts payable pursuant to Clause 6.6;
"Force Majeure Event" means any event or circumstance which is beyond the reasonable control of a Party affecting its ability to perform any of its obligations (other than payment) under this Agreement, including (without limitation): (a) fire, flood, drought, lightning, earthquake, subsidence or other natural disaster; (b) any pandemic, epidemic, outbreak of disease or other national or international public health emergency (and the effects of any associated lockdown, social distancing measures or inability to travel); (c) terrorist act, war, armed conflict, revolution, riot, civil commotion or any threat thereof; (d) nuclear, chemical or biological contamination, sonic boom or failure or shortage of or disruption to utility supplies ; (e) imposition of sanctions, embargo, discontinuation of diplomatic relations or any law, regulation, direction or action implemented or taken by a government or public authority, including imposition of export or import restrictions, quotas or prohibitions, compliance with governmental; (f) fire, explosion, accident or collapse of buildings or infrastructure; (g) any labour or trade dispute, strike, lockouts or other industrial action of any kind; or (h) the delay, failure or inability of any third party to provide any goods and/or services upon which Coach is dependent in providing or procuring the provision of the Services;


"Group" means, in relation to a Party, that Party and its Affiliates;
"Intellectual Property Rights" means all patents, copyrights, design rights, registered designs, database rights, trade marks, service marks, trade secrets, domain names, rights in know-how and Confidential Information, moral rights and any other intellectual property rights (whether registered or unregistered), all applications, extensions and renewals for the grant of the same and all rights having equivalent or similar effect which subsist or will subsist now or in the future anywhere in the world;
"Losses" means any damages, losses, costs, claims, expenses, interest, payments or liabilities of any kind (including, without limitation, direct, indirect, special or consequential losses), whether arising in contract, tort (including negligence), misrepresentation, breach of statutory duty or otherwise;
"Schedules" means the Schedules referred to in the Commercial Terms as being appended to and forming part of the Agreement;
"Services" means the services to be provided by Coach to Sanctus for the benefit of its Clients, as may be amended or supplemented by the Parties in accordance with Clause 5;
“Sessions” means the individual coaching sessions with Coachees which are signed up using Sanctus’ online booking platform;
"Term" the duration of this Agreement as set out in Clause 2; "Terms and Conditions" means the terms and conditions set
out herein;
“UK GDPR” has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018; and
"VAT" means United Kingdom value added tax and/ or any other tax of a similar nature (including any other value added tax, consumption tax, goods and services tax or sales tax) applicable in the United Kingdom or any other country.
1.2 In this Agreement, the words "include", "includes", "including", "in particular" or any such similar words or phrases shall be construed without limiting the words preceding or following.
1.3 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
1.4 A person includes a natural person, corporate or unincorporated body (whether or not having a separate legal personality).
1.5 A reference to a company shall include any company, corporation or other body corporate,
"Parties"
"Payment Terms" has the meaning given in the Commercial
means Coach and Sanctus (and "Party" shall be construed accordingly);
Terms;
"Personnel" means the employee(s), agent(s) or nominee(s) of Coach (if a Company) who will provide the Services;
“Sanctus Handbook” means Sanctus’ policies and guidelines relating to all operational matters with respect to the provision of the Services including, without limitation, operating hours, ethical behaviours, record keeping and data sharing, security and other Coach guidance, which shall be updated by Sanctus from time to time and is located in at the Sanctus Knowledge Hub.
"Sanctus Materials" means all Intellectual Property Rights and other materials and technological tools (including, without limitation, the Sanctus booking portal and Calendly or Zoom accounts) owned by or licensed to Sanctus prior to and/or independently of this Agreement, which are provided to Coach by Sanctus in connection with Coach's provision of the Services;
“Sanctus Obligations” means any Sanctus responsibilities or dependencies set out in any Schedule, including without limitation the provision of all necessary training and Sanctus Materials, which are required for Coach to provide the Services;
wherever and established.
however
incorporated or
1.6 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
1.7 In this Agreement, any statute or statutory provision shall, unless the context otherwise requires, be construed as a reference to such statute or statutory


provision (including all instruments, orders, directions or regulations issued thereunder or deriving validity therefrom) as in force at the Commencement Date and as subsequently amended, substituted, re-enacted or consolidated from time to time.
2. DURATION
2.1 This Agreement shall be deemed to have come into effect on the Commencement Date and shall, unless terminated earlier in accordance with any other provision of this Agreement, continue in full force and effect until terminated by either Party giving to the other Party notice of termination of no less than two (2) months’ written notice (“Term”).
3. SERVICES
3.1 Coach shall provide the Services to Sanctus and its Affiliates as requested by Sanctus during the Term subject to, and in accordance with, the terms of this Agreement and the Sanctus Handbook.
3.2 Coach acknowledges and agrees that they are engaged as an independent business on the basis that they have the skills and experience to take ownership of an assignment and accepts complete responsibility for how the Services are to be completed.
3.3 Coach undertakes to provide the Services:
3.3.1 with reasonable skill and care and will devote such time, attention, skill and ability as the agreed Services requires;
3.3.2 in a professional manner and workmanlike manner;
3.3.3 using best efforts to carry out any Sessions on the dates and times that Coach has agreed with the Client;
3.3.4 either online or at the Client’s site agreed with Sanctus from time to time;
3.3.5 in accordance with any specific service levels applying to the Services as set out in any Schedule to this Agreement;
3.3.6 in accordance with any applicable Sanctus Codes of Conduct / Ethics as set out in any Schedule to this Agreement or otherwise notified in writing to Coach by Sanctus from time to time;
3.3.7 using best endeavours to promote the interests of Sanctus; and
3.3.8 without prejudice to Clause 13 (Confidentiality) provide Sanctus with relevant information of each Session as reasonably required for quality assurance and Client reporting purposes as more fully described in the Sanctus Handbook.
3.4 Coach represents and warrants on its behalf, or on behalf of its Personnel, that:
3.4.1 they are, and will remain at all times during the Term, accredited with an internationally recognised, professional coaching and/ or therapeutic accreditation body which is reasonably acceptable to Sanctus;
3.4.2 they will observe and abide by all laws, regulations and bye-laws or judicial processes, codes of practice, guidance and other requirements of any relevant government or government agency as may apply to the provision of the Services under this Agreement. Coach will not knowingly or recklessly do anything nor omit to do anything which will cause Sanctus to be in breach of any applicable laws or regulations; and
3.4.3 if Coach is a company, Coach shall provide the Services using adequate numbers of duly qualified Personnel and will procure that any Personnel shall comply with the terms of this Agreement.
4. SANCTUS’ OBLIGATIONS
4.1 Sanctus shall (and shall procure that its Affiliates
shall) at all times during the Term:
4.1.1 co-operate and liaise with Coach as is reasonably necessary or desirable for the provision of the Services;
4.1.2 fulfil any Sanctus Obligations at all reasonable times as required for Coach to perform the Services;
4.1.3 provide access to Coach to any required training and/ or Sanctus Materials required to provide the Services; and
4.1.4 promptly respond to any request for information, guidance or instructions reasonably required by Coach to enable it to perform the Services.

4.2 For the avoidance of doubt, if any Sanctus Material contains or includes functionality and software provided or licensed by third parties (“Third-Party Functionality”), such Third-Party Functionality may be subject to the terms of a separate agreement (a “Third-Party Agreement”), the terms of which applicable Third-Party Agreement will apply to the Third-Party Functionality independent of the terms of this Agreement. All other Third-Party Functionality provided to Coach shall be provided on an ”as is” basis and Sanctus shall have no liability with respect to Coach’s use of such Third Party Functionality. Nothing in these Terms & Conditions limits Coach’s rights under the terms of any such applicable Third-Party Agreement.
5. SERVICE CHANGES
5.1 Sanctus may update the Terms and Conditions and the Schedules (or any part thereof) from time to time with changes to the Services or propose additional services to those set out in Schedule 1 (Services Description). Sanctus will provide notice of any updates in writing. By continuing to access the Sanctus Materials or provide Services, Coach confirms their acceptance to the updated Agreement.
6. FEES AND PAYMENT
6.1 In consideration of Coach's provision of the Services, Sanctus shall pay the Fees to Coach as set out in the Commercial Terms.
6.2 In consideration of Sanctus’ fulfilment of the Sanctus Obligations, Coach shall pay to Sanctus any amounts set out in the Agreement.
6.3 On or before the last day of each calendar month, Coach will provide Sanctus with a valid invoice detailing the number, type and dates of all Sessions actually provided by Coach during that calendar month.
6.4 Unless otherwise agreed in the Commercial Terms, Sanctus shall pay any undisputed portion of each invoice within fifteen (15) days of receipt of a valid invoice.
6.5 Save pursuant to Clause 6.6, no sum other than the Fees shall be payable by Sanctus under or in connection with this Agreement and/ or the Services
unless otherwise agreed in writing between the parties.
6.6 Sanctus shall reimburse Coach for any necessary business expenses and costs incurred in the provision of the Services provided that Coach:
6.6.1 has obtained Sanctus’ prior written approval, of all expenses;
6.6.2 shall provide Sanctus with such receipts or other evidence of actual payment of such expenses as and when Sanctus may require; and
6.6.3 all such expenses are charged by Coach at actual cost.
6.7 All amounts referred to in this Agreement are exclusive of VAT, which shall (if required) be payable by Sanctus at the appropriate rate at the same time as payment is made of the sum to which VAT relates.
6.8 Undisputed Fees shall be paid by Sanctus within the agreed Payment Terms by payment into the bank account nominated by Coach in the Commercial Terms (or otherwise in writing from time to time) (or by such other payment method as the Parties may agree from time to time).
6.9 Sanctus shall not be obliged to pay any proportion of any invoice which is bona fide disputed by Sanctus, pending resolution of such dispute in accordance with this Agreement.
6.10 Subject always to Schedule 2 (Service Levels (Cancellation and Lateness Policy)), and for the avoidance of doubt, no Fee(s) shall be payable in accordance with this Clause 6 in respect in any period during which the Services are not provided.
7. INTELLECTUAL PROPERTY RIGHTS
7.1 As between the Parties, all Sanctus Materials shall vest in and remain the exclusive property of Sanctus or its licensors (as applicable), including all Intellectual Property Rights subsisting in any and all adaptations of, modifications and enhancements to (and goodwill arising in relation to) the Sanctus Materials that exist or arise as a result of performance of this Agreement. To the extent that any Intellectual Property Rights in the Sanctus Materials vest in Coach at any time, all such Intellectual Property Rights are hereby assigned by Coach to Sanctus (to the extent permitted by law),

together with all goodwill and rights of action accrued in relation thereto (and Coach waives any moral rights therein).
7.2 Sanctus hereby grants to Coach a non-exclusive, royalty-free and non-transferable licence to use the Sanctus Materials solely to the extent required by Coach to provide the Services to the Client during the Term.
7.3 Coach hereby assigns to Sanctus with full title guarantee absolutely all Intellectual Property Rights in any country in the world which come into existence as a result of the performance of the Services by Coach (including, without limitation, Intellectual Property Rights in the Services and Intellectual Property Rights which come into existence during workshops or discussions between the Parties as a result of the Services) now or at any time subsisting or capable of subsisting for the full term of such Intellectual Property Rights together with any and all renewals, reversions and extensions thereof.
7.4 Coach hereby grants to Sanctus a sublicensable, non- exclusive, royalty free and transferable (to an Affiliate) licence to use Coach Materials solely to the extent required by Sanctus to procure the provision of the Services during the Term.
7.5 Each Party warrants to the other that it has the requisite power and authority to grant the licences granted by it under this Clause 7.
7.6 To the extent that Coach provides Sanctus with Feedback about the Services, Sanctus may use that Feedback and incorporate it into its products and services without any obligation to Coach. Notwithstanding the provisions of Clause 13 (Confidentiality), Coach may not designate Feedback as its Confidential Information to the extent that such Feedback relates to Sanctus’ Services.
7.7 Each Party shall (at its own cost) execute all documents and to do all other things as are reasonably necessary to give effect to this Clause 7.
8. STATUS, INDEMNITY, TAX LIABILITIES
8.1 Coach acknowledges and agree that:
8.1.1 nothing in this Agreement shall create any relationship of employer and employee between
Sanctus and Coach or its Personnel (if applicable); and
8.1.2 Coach agrees to indemnify Sanctus in respect of any assessments determination or demands levied or made by HM Revenue & Customs in respect of such liability and any interest charges or penalties arising in respect of it together with any costs and expenses incurred by the Company in dealing with any assessment, save that Coach shall not be liable for any interest, penalties, costs or expenses arising as a result of the unreasonable delay or default of Sanctus in paying such interest or penalties. Sanctus shall give Coach reasonable notice of any demand for tax which may lead to liabilities on Coach under this indemnity and shall provide Coach with reasonable access to any documentation Coach may reasonably require to dispute such claim. For the avoidance of doubt, any such dispute shall be at Coach’s own expense.
9. TERMINATION
9.1 Without prejudice to its other rights and remedies, either Party may terminate this Agreement (the "Terminating Party") with immediate effect, by giving written notice to the other Party (the "Defaulting Party"), if the Defaulting Party:
9.1.1 is in material breach of this Agreement and either that breach is incapable of remedy or the Defaulting Party has failed to remedy the breach within thirty (30) days of receiving written notice from the Terminating Party specifying the breach and requiring it to be remedied;
9.1.2 ceases to do business, becomes unable to pay its debts as they fall due, becomes or is deemed insolvent, has a receiver, liquidator, manager, administrator, administrative receiver or similar officer appointed in respect of the whole or any part of its assets or business (or is the subject of a filing with any court for the appointment of any such officer), makes any composition or arrangement with its creditors, takes or suffers any similar action in consequence of debt or an order or resolution is made for its dissolution or liquidation (other than for the purposes of solvent amalgamation or reconstruction), or any equivalent or similar action or proceeding is taken or suffered by or in respect of the Defaulting Party in any jurisdiction; or

9.1.3 the Defaulting Party has been unable to perform its obligations under this Agreement for a period of sixty (60) consecutive days as a result of a Force Majeure Event.
9.2 Sanctus shall have the right to terminate the Agreement if the Coach is in breach of any of the Service Levels immediately on written notice to the Coach.
9.3 The expiry or termination of this Agreement (howsoever caused) shall be without prejudice to:
9.3.1 any rights, remedies, obligations or liabilities of the Parties that have accrued prior to the expiry or termination of this Agreement;
9.3.2 any obligation of Sanctus to pay sums which are properly invoiced by Coach in accordance with this Agreement (including any invoices issued by Coach following expiry or termination of this Agreement in respect of Services provided prior to the expiry or termination of this Agreement); and
9.3.3 any rights or obligations of either Party which are expressly stated to survive, or by their nature survive, expiry or termination of this Agreement (including, without limitation, this Clause 9.3 and Clauses 6 (Fees and Payment), 7 (Intellectual Property Rights), 8 (Status, Indemnity and Tax Liabilities), 11 (Liability), 13 (Confidentiality), 14 (Data Protection), 16 (Non-solicitation), 17 (Notices), 18 (General)and 19 (Governing Law and Dispute Resolution Procedure).
10. INSURANCE
10.1 Coach shall, at its own cost, effect and maintain in force during Term such adequate insurance with reputable insurers as is appropriate in accordance with good industry practice and as a provider of services in the nature of the Services, including (without limitation) professional indemnity insurance, public liability insurance and employer's liability insurance (if applicable) in the minimum amounts set out in the Commercial Terms. If no limits are set in the Commercial Terms, the limits shall be no less than that which is required by law.
10.2 Coach shall, on request, supply to Sanctus copies of such insurance policies and evidence that the relevant premiums have been paid.
10.3 Coach shall comply with all terms and conditions of the insurance policies at all times. If cover under the insurance policies lapses, is not renewed or is changed in any material way or Coach is aware of any reason why this may occur, Coach shall notify Sanctus without delay.
11. LIABILITY
11.1 Subject to Clauses 11.2 and 11.3, the aggregate liability of each Party to the other for Losses arising out of, or in connection with, this Agreement (whether such liability arises in contract, tort (including negligence), breach of statutory duty, misrepresentation or otherwise):
11.1.1 in respect of any property belonging to a Client or its Affiliates or Personnel which is lost or damaged in transit when in the possession of Coach in the performance of the Services, shall not exceed the maximum amount recoverable in respect of such property pursuant to any relevant insurance cover maintained by Coach pursuant to Clause 10; and
11.1.2 in respect of any other claims, shall not exceed the sum of £1,000,000.
11.2 Subject to Clause 11.3, a Party shall not be liable to the other Party in contract, tort (including negligence), breach of statutory duty, misrepresentation or otherwise for:
11.2.1 any loss of profit, business, revenue, contract, opportunity, use, production, savings, discounts, rebates or data (whether actual, anticipated, direct or indirect);
11.2.2 any loss of or damage to goodwill or reputation (whether actual, anticipated, direct or indirect); or
11.2.3 any indirect, special, punitive or consequential loss or damage,
in each case arising out of or in connection with this Agreement.
11.3 Nothing in this Agreement shall exclude or limit the liability of either Party in respect of: (a) death or personal injury caused by negligence; (b) fraud, fraudulent misrepresentation or wilful misconduct; or (c) any other liability which cannot be excluded or limited under applicable law. Nothing in this Agreement shall exclude or limit the liability of Sanctus to pay the Fees or any other amounts


payable to Coach in accordance with this Agreement.
11.4 If Coach is a company, Coach acknowledges and agrees that any act or omission of any of its Personnel which, had it been the act or omission of Coach, would have constituted a breach of this Agreement shall (for the purposes of this Agreement) be deemed to be an act of omission of Coach.
11.5 If Coach is a company, Coach shall procure that none of its Personnel seek to enforce any rights or make any claim against Coach or its Affiliates in connection with this Agreement and Coach acknowledges that the mechanism set out in this Clause 11 provides appropriate and fair rights of redress in this regard.
12. FORCE MAJEURE
12.1 If either Party is affected by a Force Majeure Event, it shall notify the other Party of the Force Majeure Event within five (5) Business Days of becoming aware of the same, giving full written details of the nature of the Force Majeure Event, including its best estimate of the likely extent and duration of its inability to perform its obligations under this Agreement as a result of such Force Majeure Event and, thereafter, shall promptly provide any further information which the other Party may reasonably require.
12.2 Neither Party to this Agreement shall be liable to the other for any failure or delay in performing its obligations under this Agreement to the extent that such failure or delay is caused by a Force Majeure Event and the affected Party shall be entitled to a reasonable extension of time for performing its relevant obligations.
13. CONFIDENTIALITY
13.1 Neither Party shall (and shall procure that none of its Affiliates shall), at any time during the Term or thereafter, disclose or allow to be disclosed to any person any confidential information of a technical, business, financial, price-sensitive or other nature concerning the business or affairs of the other Party (or any member of its Group) (including, without limitation, the Client’s identity) or entrusted to the other Party by any third party, or the terms and conditions of this Agreement (including, in particular, the Fees), other than where: (a) the
disclosing Party has obtained the other Party's consent; (b) the disclosure is required by applicable law or any regulatory or tax authority; (c) the relevant confidential information is already in the public domain; or (d) the relevant confidential information is disclosed to the disclosing Party's professional advisers in the proper performance of their duties and under a duty of confidentiality.
13.2 Coach shall not, at any time during the Term or thereafter, disclose or allow to be disclosed to any person the Coachee’s identity and any information shared with the Coach during a Session other than where: (a) the Coach has obtained the Coachee’s express consent; (b) the disclosure is required by applicable law or any regulatory authority or pursuant to the Coach’s certification; or (c) the data is de-identified or aggregated in such a way that the Coachee is not identifiable.
13.3 Notwithstanding Clause 13.1, Sanctus hereby authorises Coach to publicise its relationship with Sanctus and to do so using Sanctus's name and logo on Coach's website and other marketing materials, provided that in doing so Coach shall not do any act or make any statement which Coach knows (or reasonably ought to know) would adversely affect or damage the reputation or brand of Sanctus or bring Sanctus into disrepute.
14. DATA PROTECTION
14.1 For the purposes of this Clause 14, the terms Commissioner, controller, data subject, personal data, personal data breach, processor and processing, shall have the meaning given to them in the UK GDPR, and supervisory authority shall have the meaning given to it in the EU GDPR.
14.2 Both parties will comply with all applicable requirements of the Applicable Data Protection Laws. This Clause 14 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation.
14.3 The Parties have determined that, for the purposes of Applicable Data Protection Laws, Coach shall act as an independent controller of the personal data set out in paragraph 1.1 of Schedule 3 (Processing, Personal Data and Data Subjects).
14.4 If the determination in Clause 14.3 changes, the parties shall use all reasonable endeavours to make


any changes that are necessary to this Clause 14 and Schedule 3 (Processing, Personal Data and Data Subjects).
14.5 Without prejudice to Clause 14.2, Coach:
14.5.1 shall process all Client personal data strictly in accordance with its privacy policy in the form it appears at paragraph 4 of Schedule 3 (Processing, Personal Data and Data Subjects) (“Coach Privacy Policy”);
14.5.2 shall not amend the Coach Privacy Policy without Sanctus’ prior written consent;
14.5.3 undertakes, warrants and represents that the Coach Privacy Policy, and any amendments, will at all times comply with Applicable Data Protection Laws and that it will not make any amendments to the Coach Privacy Policy where this would be in contravention of Applicable Data Protection Laws; and
14.5.4 as between the Parties, is solely responsible for ensuring that the processing of Coach Personal Data complies with Applicable Laws, including Applicable Data Protection Laws, and in particular, that all required fair processing information is provided to the relevant data subjects.
14.6 If there are any inconsistencies or conflict between the terms of the Coach Privacy Policy and this Agreement, this Agreement shall take precedence.
14.7 Coach shall indemnify and keep Sanctus indemnified from and against any and all costs, damages and expenses of any kind arising from any claim or demand brought by any person, data subject, Commissioner or supervisory authority as a result of any breach or alleged breach by Coach of any Applicable Data Protection Law or its obligations under liability for losses arising from breaches of this Clause 14.
14.8 The Parties shall comply with their respective obligations under Schedule 3 (Data Processing Agreement) in respect of any transfers and/or processing of personal data undertaken by them in connection with the Services.
15. ANTI-BRIBERY AND CORRUPTION
15.1 Each Party hereby warrants, represents and undertakes to the other Party that it has acted and will act in compliance with all applicable anti-bribery
and anti-corruption laws and regulations applicable to it (the "Anti-Bribery Laws"). Without prejudice to the generality of the foregoing, each Party undertakes not to: (a) offer, promise or give a financial or other advantage to any third party with the intention of inducing that third party to perform improperly a relevant function or activity or rewarding such third party for improper performance; or (b) directly or through a third party offer, promise or give any financial or other advantage to a foreign public official with the intention of influencing such person in their capacity as a foreign public official.
15.2 Each Party shall give to the other Party all reasonable assistance and co-operation as the other Party may require: (a) to enable it to comply with the Anti- Bribery Laws, including informing the other Party of any request by a third party for payment of a bribe in connection with the other Party's performance of its obligations under this Agreement; and (b) in connection with any investigation by a relevant regulator in connection with this Agreement and/or any activities referred to herein.
15.3 Any failure by either Party to perform its obligations under this Clause 15 shall be deemed to be a material breach of this Agreement by such Party, such breach being incapable of remedy and giving the other Party the right to terminate this Agreement with immediate effect on written notice.
16. NON-SOLICITATION
16.1 In order to protect the legitimate business interests of the Parties, each Party agrees that it shall not (and shall procure that no member of its Group shall), during the Term and for a period of twelve (12) months thereafter, solicit, attempt to solicit, induce or employ any officer, employee, agent, consultant or contractor of the other Party (or any member of its Group or its subcontractors) who has been involved in any material respect in the provision or receipt of the Services without the prior written consent of the other Party.
16.2 The Parties acknowledge and agree that damages may not be an adequate remedy for any breach by the other Party of the provisions of this Clause 16 and that the non-defaulting Party shall be entitled to seek the remedies of injunction, specific performance or any other equitable relief for any


threatened or actual breach of the provisions of this Clause 16 by the defaulting Party and that no proof of special damage shall be necessary for the enforcement of this Clause 16.
16.3 A Party shall not be in breach of Clause 16.1 as a result of running an advertising campaign that is not specifically targeted at and/ or specifically drawn to the attention of the relevant officers, employees, agents, consultants or contractors of the other Party (or any member of its Group).
16.4 Notwithstanding the foregoing, Coach may contract separately with Coachees outside of the Services but only where such Coachee has made a specific request for such independent coaching and Sanctus has been informed in writing by Coach.
17. NOTICES
17.1 Any notice to be given by a Party under this Agreement must be in English, in writing and delivered or sent to the address set out in the Commercial Terms, or to such other address as may be notified by a Party to the other Party from time to time giving not less than thirty (30) days' prior notice in accordance with this Clause 17. Any such notice must be effected by one of the following methods:
17.1.1 by hand, which shall be deemed served upon delivery if delivered during Business Hours or at the start of Business Hours on the next Business Day if delivered at any other time;
17.1.2 by prepaid first-class post or airmail post (if the recipient is not in the same country as the sender), which shall be deemed served at the start of Business Hours on the second Business Day following the day on which it was posted; or
17.1.3 by email, which shall be deemed served at the start of Business Hours on the next Business Day after transmission, provided that a copy of the notice is also despatched to the recipient using a method described in Clauses 17.1.1 or 17.1.2 no later than close of Business Hours on the next Business Day after transmission.
17.2 Nothing in this Agreement shall affect the right of service of process in any other manner permitted by law.
18. GENERAL
18.1 Status. These Terms and Conditions are incorporated into this Agreement and apply to the arrangement between the Parties as set out in the Commercial Terms to the exclusion of any other terms that Sanctus may seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. Except as expressly set out in this Agreement, all warranties, terms and conditions (whether implied by statute, common law or otherwise) are excluded to the fullest extent permitted by law.
18.2 Entire Agreement. This Agreement contains the entire agreement and understanding of the Parties and supersedes all prior agreements, understandings or arrangements (both oral and written) relating to the subject matter of this Agreement. Each Party acknowledges that it is entering into this Agreement without reliance on any undertaking, warranty or representation given by or on behalf of the other Party other than as expressly contained in this Agreement, provided that nothing in this Clause 18.2 shall limit or exclude the liability of either Party for fraud or fraudulent misrepresentation.
18.3 Further Assurance. The Parties shall (and shall use its reasonable endeavours to procure that any relevant third party shall) execute and deliver such documents and perform such acts as may be reasonably required for the purpose of giving full effect to the rights given and the transactions contemplated by this Agreement.
18.4 Assignment. Sanctus shall not assign, novate, transfer, delegate, subcontract or otherwise dispose of any of its rights and/ or obligations under this Agreement, nor purport to do so, without the prior written consent of Coach. Coach shall be permitted to assign, novate, transfer or delegate its rights and/ or obligations under this Agreement provided that it notifies Sanctus of the same.
18.5 Subcontracting. Coach shall be permitted to subcontract any of its obligations under this Agreement to one or more subcontractors provided that Coach shall remain responsible for the acts and omissions of its subcontractors in connection with the same (subject to the terms and conditions of this Agreement). Coach shall not be responsible or liable

to Sanctus in relation to any goods and/ or services used in connection with the Services which have been provided by any third party which has not been engaged or instructed directly by Coach (irrespective of whether such goods or services are necessary or incidental to the provision of the Services by Coach).
18.6 Waiver. Any failure or delay by either Party in exercising any right or power hereunder shall not constitute a waiver of such right or power unless agreed in writing.
18.7 No Partnership or Agency. This Agreement shall not create, nor shall it be construed as creating, any partnership or agency relationship between the Parties. Coach shall not commit Sanctus to any obligation and shall have no authority to enter into any agreement or arrangement on Sanctus’ behalf without Sanctus’ prior written consent.
18.8 Severability. If any provision contained in this Agreement is, or shall be declared or become, unenforceable, invalid or illegal for any reason, the other provisions of this Agreement shall remain in full force and effect as if the same had been executed without the offending provision appearing therein. The Parties shall negotiate in good faith to agree a replacement provision in place of any such offending provision, such replacement provision to have an equivalent economic and commercial effect to the offending provision.
18.9 Counterparts. This Agreement may be executed as two (2) counterparts and execution of any such counterpart by each Party (which may be by electronic execution including in PDF, JPEG or other agreed format) shall constitute due execution of this Agreement.
18.10 Third Party Rights. This Agreement is not intended to, and does not, give to any person who is not a Party to this Agreement any rights to enforce any provisions contained in this Agreement.
19. GOVERNING LAW AND DISPUTE RESOLUTION PROCEDURE
19.1 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, English law.
19.2 The Parties respective Contract Managers shall have overall responsibility for coordinating and overseeing the performance of each Party's obligations under this Agreement (including day-to- day liaison between the Parties and relationship management) and shall meet on a regular basis to discuss any issues arising in connection with the Services. The Contract Managers shall use all reasonable endeavours to resolve any disputes between the Parties in good faith.
19.3 In the event that any dispute between the Parties has not been resolved by the Contract Managers within ten (10) Business Days of the matter arising, it shall be referred to the Senior Managers who shall seek to resolve the dispute in good faith as expeditiously as possible and, in any event, within twenty (20) Business Days of the dispute being so referred (or such other period of time as the Parties may agree). If the Senior Managers are unable to resolve the dispute within such period, either Party shall be entitled to refer the dispute for resolution by arbitration in accordance with the remaining provisions of this Clause 19.
19.4 If a dispute is referred for resolution by arbitration in accordance with Clause 19.3, the Parties hereby irrevocably submit to arbitration under the rules of the London Court of International Arbitration to settle the dispute, which rules are deemed to be incorporated by reference into this Clause 19 (except that, to the extent that the terms of this Agreement conflict with those rules, the terms of this Agreement shall prevail).
19.5 Any arbitration commenced pursuant to Clause 19.3 shall be conducted in London and the language of the arbitration shall be English. The arbitration tribunal shall consist of one arbitrator (who shall be a practising barrister and appointed by agreement between the Parties or, in default of such agreement within ten (10) Business Days, by the President for the time being of the Chartered Institute of Arbitrators). The arbitrator may in their sole discretion make such orders and directions including, but not limited to, orders with respect to security or other preliminary relief as they consider to be necessary for the final determination of the matter. The arbitrator shall have the widest discretion permitted under English law when making such orders or directions and any award made by the arbitrator shall be final and binding upon both


Parties. The fees, costs and expenses of the arbitration shall be allocated between the Parties in such manner as the arbitrator in their absolute discretion shall determine. The Parties undertake to keep confidential all awards in any arbitration, together with all materials in the proceedings created for the purpose of the arbitration and all other documents produced by another Party in the proceedings not otherwise in the public domain (save and to the extent that disclosure may be required of a Party by legal duty, to protect or pursue a legal right or to enforce or challenge an award in bona fide legal proceedings before a court or other judicial authority).

SCHEDULE 1
SERVICES
This Schedule 1 sets out the details of the relevant Services which may be provided by Coach to Sanctus and (if applicable) its Affiliates, including the following services (as detailed more fully below) and is subject to change from time to time.
Drop-in Coaching: Fixed Day Model
Specific Client, non-specific coaching Sessions, non-specific Coachee, no agreed number of Sessions:
● Delivered in blocks of three or six Sessions, representing a Half Day or Day;
● 50-minute Session plus a 10-minute break (with an hour’s lunch break for six Session days);
● Fees: £200 per Half Day (block of three Sessions); £400 per Full day (block of six Sessions) -
(only applicable to some existing UK clients);
Drop-in Coaching: Flex Model
Non-specific Client, non-specific coaching Session, non-specific Coachee, no agreed number of Sessions.
● Delivered in separate 50-minute Sessions;
● Fee: £85/ $107 per Session delivered;
● 24-hour cancellation policy.
Boost
A package of three coaching Sessions with the same Coachee to support a specific situation:
● Delivered in packages of three 50-minute Sessions for each Coachee;
● Fee: £85/ $107 per Session delivered;
● 24-hour cancellation policy.
Tracks: Connected Leadership track for Managers
A theme-specific coaching track of a minimum of six Sessions for business managers:
● Delivered in packages of a minimum of six 50-minute Sessions;
● Fee: £105/ $132 per Session delivered;
● 24-hour cancellation policy.
Tracks Premium: Connected Leadership for C-Level
A theme-specific coaching track of minimum of six Sessions for C-level business leaders:
● Delivered in packages of a minimum of six 50-minutes Sessions;
● Fee: £130/ $163 per Session delivered;
● 24-hour cancellation policy; two last-minute unpaid cancellations allowed per Coachee.
Connect & Reflect Workshop
A Coach-facilitated workshop for a group of 20-60 virtual attendees:
● Delivered as a 60-minute event;
● Fee: £390/ $489 per event (including preparation time and a one-off induction); ● One week cancellation policy (Coach is paid in full if less than a week’s notice of cancellation).
 

SCHEDULE 2 
SERVICE LEVELS
1. Sanctus’ offered Coaching Services
1.1. The Coach acknowledges and agrees that the services offered by the Coach are professional and wellbeing coaching services only, and do not constitute counselling or psychotherapy.
Coaches agree that, regardless of their training or licensing, no Services are being provided in Coach’s capacity as a licensed psychologist, psychiatrist, social worker or other medical professional.
2. Professional requirements
2.1. SanctusrequiresallCoachestohavethefollowinginplacebeforeacceptanceasaSanctuscoach:
● A minimum of 500 hours experience of 1-2-1 delivered coaching and supporting evidence of
this.
● Accreditation by a recognised accreditation body (ICF, EMCC, AC, BACP), which must remain
in place during the tenure with Sanctus. Renewed accreditation must be provided on expiry.
● Relevant Professional Indemnity insurance, which covers coaching on a worldwide basis and
which must be kept up to date and applicable for Sanctus’s client base.
2.2. Aspartoftheonboardingprocessandongoing,SanctusrequiresthefollowingofallourCoaches:
● To go through a three-step recruitment and vetting process, including checking references.
● To undergo Sanctus onboarding at their sole cost and expense, including, but not limited to:
○ Setting up a Sanctus email address - and agreeing to corresponding guidelines for usage, a Calendly calendar account and setting up the Sanctus Portal/ Platform;
○ Creating a coach profile, including but not limited to, completing a coach recommendation questionnaire, biography and a headshot photo.
○ Setting up Sanctus Zoom account.
2.3. To agree to mandatory “Supervision” (as defined in the section Development and Quality Assurance below) and to undertake annual ICF-accredited risk and safety training.
2.4. All Coaches are required to upload their relevant documentation to the Sanctus HR System (CharlieHR), where records will be retained. All personal data will be processed and retained in accordance with the contract and our Privacy Policy.
3. Invoicing and Payment
3.1. Monthly invoices, detailing all Sessions delivered in the previous calendar month by Service type, should be emailed to invoices@sanctus.io within one week of the end of each calendar month.
3.2. Invoices should include:
● Coach name, address, email address and organisation (if applicable)
● Invoice date
● VAT number (if applicable)
● Bank details

● Month to which the invoice pertains
● Number of each type of Service Session delivered, with dates and unit cost per Session (as set
out in Schedule 1)
● Total cost per Session type delivered
● Total cost of Services provided
Sanctus offers the option to have Self-Billing whereby Sanctus generates the invoice each month on behalf of the Coach, based on sessions delivered. Please let us know if you would like to move to this - this would mean that Coach does not need to generate invoices each month and send to Sanctus.
3.3. Coaches are required to have a bank or building society account into which funds are remitted.
3.4. Payment will be remitted into the stated bank account within fifteen (15) days of the calendar month end, subject to no disputed items, in which case both Parties will seek to remedy any disputed items as quickly as practicable.
3.5.
4. Session management
4.1. Sanctus’
booked for any minimum number of Sessions per month.
4.2. Coaches are required to keep up to date and accurate information regarding their availability in Calendly.
4.3. Coaching Session duration by Service type is listed below:
1. Drop in: 50 minutes
2. Boost: 50 minutes
3. Tracks: 50 minutes
4. Workshops: 60 minutes
Sanctus reserves the right to add or amend these Service Products and timings. Further details of Service Products can be found in the Coach Handbook.
4.4. Sanctus recommends that all Coaches ensure a minimum capacity of twelve (12) Sessions per month. Coaches can have an unlimited number of slots per month, however Sanctus will cap the maximum number of deliverable coaching Sessions per Coach per month at thirty-six (36) to ensure equity and duty of care to Coaches. Coaches should inform Sanctus of the desired maximum number of coaching Sessions per month if fewer than thirty-six (36).
5. Service booking and delivery 5.1. All
 Coaches are responsible for informing the Sanctus finance team directly of any changes to their
 bank details, by emailing invoices@sanctus.io. Failing to do so in a timely manner may result in
  delay in payment. Sanctus will use dual authentication to confirm changes to bank details.
 responsibility is to promote a compelling range of coaching solutions to improve
 individual wellbeing and organisational health.
Sanctus does not guarantee that Coaches will be
 Coaching Sessions are booked by Coachees through Calendly or the booking platform in place
 at the time, which is managed in the Sanctus portal.

5.2. All Coaching Sessions are delivered online via a Sanctus Zoom account.
 5.3. Sanctus may change its booking or delivery platforms or systems from time to time and in this
 case, guidance will be provided to Coaches. 6. Cancellation and lateness policy 6.1. Coaches will be paid for Coaching Sessions booked and delivered. If a Coachee cancels a booked Session with less than twenty-four (24) hours’ notice of cancellation, Coaches will still be paid for that Session. If a Coachee cancels a booked Session with more than twenty-four (24) hours’ notice of cancellation, the Session becomes available to other Coachees and the Coach will only be paid if the Session is re-booked. 6.2. Coaches will not be paid for any booked Sessions that they cancel. Coaching Sessions should not be cancelled by the Coach with less than twenty-four (24) hours’ notice, unless absolutely necessary and, in this case, the Coach should also notify the Sanctus Coach Booking Coordinator who will try to find an alternative coach. For any cancellations with less than twenty-four (24) hours’ notice, the Coach should contact the Coachee directly to maintain the ongoing relationship. 6.3. If a Coachee has not joined a Coaching Session after five (5) minutes, the Coach should email the Coachee to ascertain whether the Coachee is joining the Session and if they are having technical issues. The Coach should wait up to fifteen (15) minutes from the start of the Session for a Coachee to join a Coaching Session. 6.4. If a Coachee has not joined the online Coaching Session after fifteen (15) minutes of the booked start time, then the Coachee is deemed to have cancelled the Session by way of a no-show with less than twenty-four (24) hours’ notice and the Coach still receives payment in full for the Coaching Session. The Coach should notify Sanctus via the agreed means within twenty-four (24) hours of this no-show.
 6.5. If a Coach needs to cancel a Session due to a high-risk situation, the Coach should inform
 bookings@sanctus.io immediately and follow the Sanctus Risk Policy.
 6.6. If a Coach needs to cancel a Session due to a personal emergency, the Coach should inform
 bookings@sanctus.io as soon as possible and if possible their Coachee.
7. Communication with Coachees
7.1. Any communication from Coaches to Coachees must be via the Coaches’ Sanctus email account.
8. Non-Solicitation
8.1. Coaches may not advertise nor promote their own private business to Sanctus Coachees while they are a Sanctus coach. If a Coachee approaches a Coach with a request for private work, this is only allowable if the service is not one offered by Sanctus, i.e. it is a non-coaching service, such as therapy, counselling, psychotherapy or hypnosis.

8.2. Coachees may recommend Coaches to Coachee contacts for private work, providing that the Coachees being given the recommendation are not employees of the same Client company.
8.3. Coaches may continue to work with Coachees if the Coachee leaves the Sanctus Client’s employment, if the Coachee is no longer employed by a Sanctus Client.
9. Client Coachees and the right to refuse Coaching
9.1. Only Coachees who are employees or personnel of the Client company who has a coaching contract in place with Sanctus can be coached. Coaching Sessions may only be delivered to the person who has booked that coaching Session.
9.2. If during the coaching Session the Coach is made aware of or it has come to their attention that the Coachee has no right to the coaching Session (i.e. the Coachee is not who the email address claims to be or is not an employee of the contracted Client) then the Coach should end the coaching Session immediately and report this to Sanctus.
9.3. Coaches have the right to refuse coaching to anyone who they feel is a threat to their physical, psychological or emotional safety, or the safety of the Coachee. This may be due to physical, verbal or emotional abuse or the threat of the same, or due to a perceived lack of emotional stability or contact with reality, such as a Coachee who is psychotic.
10. Development and Quality Assurance
Sanctus Coaches must take personal responsibility for their continuing professional development. To support high quality coaching, Sanctus has the following development opportunities.
11. Supervision
11.1. All Sanctus Coaches must attend monthly supervision Sessions, either through a Sanctus or private supervisor, based on either:
● Group Sessions of at least thirty (30) minutes per Coach
● Individual Sessions of at least forty-five (45) minutes
11.2. For the first year of being a Sanctus Coach, all Coaches are required to attend Sanctus group supervision Sessions. Sanctus will subsidise the cost of the supervision Sessions, as set out in the Supervision policy.
11.3. After a year of working with Sanctus, Coaches can opt out of Sanctus group supervision and move to a private supervisor. Coaches agree to provide to Sanctus with evidence of this private supervision on an annual basis or on request.
12. Risk Assessment training
Sanctus provides Coaches with mandatory ICF-accredited Risk Assessment training at no cost to Coaches. On completion Coaches will be awarded with a certificate of completion. Coaches are required to complete this as part of their onboarding and before they start working with Sanctus clients. Coaches are also required to attend annual renewal training.
13. Coachee feedback

Each Coach has access to personal feedback, provided by their Coachees, which allows a real-time point of reference for Coaches' developmental areas. Coaches are encouraged to bring the feedback forms to supervision where they can explore any concerns or celebrate successes.
14. Privacy and data protection
14.1. Coaches are required to comply with Sanctus’s Data Processing Addendum in the Coach MSA.
14.2. Sanctus has a duty of care to Coaches, Clients and Coachees with regard to their personal
information.
1. Coach information
By working as a Sanctus Coach, Coaches agree and acknowledge that their information and documentation will be uploaded and stored on CharlieHR (or whatsoever online system or platform is in operation at the time for HR purposes) and retained for a period of seven years after they stop being a Sanctus coach.
Coaches agree and acknowledge that Sanctus may use Coaches’ photographs, biographies and any summaries of coaching experience or specialisation on Sanctus’s platforms and marketing materials during the time for which they are a Sanctus Coach.
2. Client and Coachee information
In order to maintain relevant Coaching credentials, Coaches may provide names and contact details of Coachees to regulatory bodies to verify the number of coaching hours undertaken.
For training, supervision, mentoring, evaluation, consultation and professional development, Coaches may share anonymous coaching topics with other coaching professionals according to ethical coaching standards.
Other Coachee or Client information, including topics discussed, should not be disclosed unless to Sanctus in general terms for a Client. For example the following may be disclosed if required to Sanctus HQ: “Coachees from Client X discussed career development and work prioritisation.” The following is an example of what should not be disclosed: “John Smith from Client X discussed that he didn’t think his manager would ever promote him and felt he was overworked”.
15. Information security
Coaches are required to comply with Sanctus’s Information Security Policy
16. Updates
Sanctus reserves the right to revise and update this information from time to time automatically with written notice. By continuing to provide Coaching Services on behalf of Sanctus, Coach accepts and adheres to these terms.