BeSophro Limited is a company registered in England and Wales with company number 11326176, whose registered office is at 33 Parkway, London, United Kingdom NW1 7PN (“BeSophro” “we”, “us” or “our”).

BeSophro operates the website located at https://be-sophro.com/.

1. UNDERSTANDING THESE TERMS AND CONDITIONS

1.1       The following definitions apply in these Terms and Conditions:

• “Account” means the account that you register with us on the Website.
• “Business Day” means a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
• “Cancellation Period” has the meaning given to it in clause 10.5.
• “Charges” means the charges payable by you under these Terms and Conditions.
• “Content” has the meaning given to it in clause 1.3.
• “Intellectual Property Rights” means patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
• “Services” means the services we supply to you.
• “Subscription” means a subscription to access Subscription Content, which is payable on a monthly or annual basis.
• “Subscription Content”  means all Sophrology programmes, online live events and other content which is made available to customers with a Subscription.
• “Terms and Conditions” means the terms and conditions set out in clauses 1 to 16 (inclusive).
• “Website” means the website (including the web application) located at https://be-sophro.com/.
• “Website Terms” has the meaning given to it in clause 1.3.

1.2       These Terms and Conditions set out the legal terms that apply when you purchase Services including when you sign up to a Subscription. Please make sure to save a copy of these Terms and Conditions for your own records.

1.3       By using the Website and any content on it including materials, text, publications, articles, documents, know-how, files, videos, images, audio guides and software from time to time contained or comprised in the Website including any audio-visual materials or materials and Subscription Content (“Content”), you confirm that you accept the Terms of Use relating to the Website (“Website Terms”) (available https://be-sophro.com/terms-conditions/)  and that you agree to comply with them. The Website Terms describe how you may access and use the Website. In the event of any conflict between these Terms and Conditions and the Website Terms, these Terms and Conditions shall prevail.

1.4       When we refer to “you” or “your” in these Terms and Conditions we mean:

(a)        if you are a consumer, the individual purchasing the Services for a purpose that is wholly or mainly outside of your trade, business, craft or profession; and

(b)     if you are not a consumer: (a) the business that you have the authority to bind; or (b) the individual purchasing services for purposes that are not wholly or mainly outside of your trade, business, craft or profession.

2. COMMENCEMENT AND TERM

2.1       The contract between us and you will commence on the earlier of i) when we start to provide the Services or you access the Services; or ii) when we send you an email confirming acceptance of your order. Unless it is terminated earlier in accordance with its terms, the contract between us will end on the date on which we have completed the Services or, if you have a Subscription, the date on which your Subscription ends.

3. DELIVERY OF THE SERVICES

3.1       We do not guarantee that the instructor you book will be available. If the instructor you have booked is no longer available, we shall inform you as soon as reasonably practicable and give you the option to either proceed with an alternative instructor or cancel and receive a full refund.

3.2    You acknowledge that when you or your personnel attend a session or event in person which forms part of the Services: (a) personal possessions (and your personnel’s personal possessions) brought to the session or event are your and/or your personnel’s sole responsibility (as applicable); and (b) we accept no responsibility and/or liability for anything that is lost or stolen from the premises other than (if you are a consumer) to the extent that such loss or theft is due to our negligence. You are advised not to bring any valuables with you whilst attending a session or event. However, if you do bring valuables with you, you are advised to keep your valuables with you at all times.

3.3       For the avoidance of doubt, if you fail to attend any session or event then (save where you have cancelled that session or event in accordance with clause 3.1 or clause 10) you are not entitled to any refund of the payment made for the session or event.

4. USE OF ONLINE SERVICES

4.1    You agree only to access, use, reproduce, modify, download, print or otherwise make available the Services for your own use, and you agree not to share the Services and/or any Content with any other person.

4.2    You are responsible for ensuring that you have and maintain at all times all arrangements required to access and use the Services including, but not limited to, hardware, software and an internet connection. To access online Services, your hardware and software needs to be compatible with the requirements for the Services (as they may be updated from time to time). Your internet connection must be adequate to access and use the Services and we are not responsible for any failure to access and use the Services which results from an inadequate internet connection.

4.3    We will use reasonable endeavours to make sure that the Services are available. However, please note that: (a) the Services may not be uninterrupted, timely, secure or error-free; (b) from time to time we may need to fully or partly close the Website and/or suspend the Services including to carry out upgrades and/or maintenance; (c) and we may from time to time modify the way in which we offer Services in the future and may remove or replace the Services and/or Content at any time. We do not guarantee that the Services and/or Content will be available for any particular length of time.

4.4       We do not guarantee the accuracy or effectiveness of the Services. If you are a business customer, you agree that we will not be responsible for nor have any liability to you in any circumstances whatsoever in respect of any inaccuracy in any Services.

5. USE OF SUBSCRIPTION SERVICES

5.1       When your Subscription ends, you will no longer be able to access the Subscription Content.

5.2       You may purchase an annual or monthly Subscription. Charges will be due:

(a)        for monthly Subscriptions, on the date on which the Subscription is purchased and thereafter each month; and

(b)        for annual Subscriptions, on the on the date on which the Subscription is purchased and thereafter each year.

5.3       If you do not notify us before the next due date of your Subscription fee that you want to end your Subscription in accordance with clause 5.4, we will charge and you shall pay the then-applicable Subscription fee for a period equal to your initial monthly or annual Subscription term (as applicable).

5.4       You may cancel your Subscription by following the instructions on our Website. Provided that you cancel by midnight on the date immediately prior to the date on which your Subscription is due to renew, cancellation of your Subscription will take effect at the end of the monthly or annual period for which payment has been made or is otherwise due under clause 5.3 (as applicable). Subject to clause 10.5, you are not entitled to a refund in respect of any period prior to the date on which cancellation takes effect under this clause 5.4.

5.5       We may notify you by email to the email address you have provided to us before your Subscription is due to end, but we cannot guarantee that emails will be received and we recommend that you monitor your renewal date(s).

5.6       All Subscription Content will be made available on the Website.

6. OUR RESPONSIBILITIES

6.1       Provided that you comply with your obligations as set out in these Terms and Conditions, including payment of the Charges in accordance with clause 8, we will use reasonable skill and care in providing the Services to you.

7. YOUR OBLIGATIONS

7.1    You are responsible for the safekeeping of your password for your Account and you must not allow any third party to access your Account and/or password. You will be solely responsible and liable for: (a) all activities that occur on or through your Account whether or not authorised by you; and (b) the Charges due for all Services purchased using your Account.

7.2       You agree that you shall not: (a) use the Services to develop or provide, directly or indirectly, any product or service that competes with our services (including the Services), our business or the services or business of any of our affiliated companies; (b)  use the Services in any way which might infringe any third party rights, including third party Intellectual Property Rights; (c)  use the Services in any way that is contrary to applicable law, rules and regulations; or (d) modify, decompile, or reverse engineer (except as permitted by law),  any software supplied or used as part of, or in connection with, the Services.

7.3       You will (and, if you are a business customer, shall procure that your employees): (a) co-operate with us in all matters relating to the Services; (b) comply with all applicable laws and regulations with respect to your activities under these Terms and Conditions; (c) attend the sessions and events on the dates and at the times you book; (d) provide us with such information, access, assistance and materials as we may reasonably require in order to supply the Services, and ensure all information provided is true and accurate in all respects; and (e) carry out all of your responsibilities under these Terms and Conditions in a timely and efficient manner.

7.4       You acknowledge and agree that: i) we do not provide medical treatment or advice; ii) the Services are not a substitute for seeking professional medical treatment or advice; and iii) we are not responsible for assessing or advising on your suitability to use the Services. You agree and acknowledge that you are solely responsible for your health and safety whilst using the Services and that, subject to clause 13.1, we will have no liability for any illness, injury, adverse health condition or other physical problems arising from the provision or use of the Services. You must always consult your doctor or otherwise obtain specialist medical advice before using, or taking, or refraining from, any action on the basis of the Services. If you are a business customer, you shall make your personnel aware of, and procure your personnel’s acknowledgement of, this clause 7.4.

7.5    If you are a business customer, you will:

(a)        ensure that your personnel only access the Services for their own personal use;

(b)       indemnify us for all liabilities, costs, expenses, damages and losses (including but not limited to any direct or indirect losses and all other professional costs and expenses) suffered or incurred by us arising out of or in connection with any breach of these Terms and Conditions;

(c)        ensure that you have obtained any necessary prior consent from your personnel for the transfer of their personal data to us and provide all information to your personnel which is required under applicable data protection law;

(d)       ensure that, at all times, you are either an entity validly existing under applicable laws or a natural person, in each case with all necessary right, title, licence and authority under the laws of the countries and regions in which you conduct business, to enter into these Terms and Conditions and to perform all of your obligations hereunder;

(e)        ensure that your personnel comply with these Terms and Conditions, including the requirements and restrictions set out in this clause 7; and

(f)        be liable for all your and your personnel’s acts and omissions in relation to the Services.

8. CHARGES AND PAYMENT

8.1       Subject to clause 8.7, you agree to pay us the Charges as follows:

(a)        at the time of booking for Services (other than Subscriptions) booked through the Website and for which payment must be made through the Website at the time of booking;

(b)       at the time of signing up for annual Subscriptions and at the start of each subsequent subscription year for renewals of annual Subscriptions;

(c)        at the time of signing up for monthly Subscriptions and then then at the start of each subsequent month for renewals of monthly Subscriptions; and/or

(d)       if we issue an invoice, unless we agree otherwise in writing, (a) by the date specified in the invoice; and (b) in full and in cleared funds to a bank account nominated in writing by us.

8.2       Subject to clause 8.9, all amounts payable by you are inclusive of amounts in respect of value added tax, which shall be paid by you. Taxes other than value added tax are not included in the Charges and shall be paid by you immediately upon demand if applicable.

8.3       If you are a business customer, you must pay all amounts due to us under these Terms and Conditions in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

8.4       You acknowledge that we are not required to supply the Services until the Charges are paid in full.

8.5       Any estimates we provide to you are valid for a period of four months from the date on which we provide the estimate.

8.6       In the event that payment due in accordance with clauses 8.1(b) or (c) is not successfully taken from your account automatically, you must immediately pay the amount due using an alternative payment method.

8.7       We may require the payment of a deposit and, if we do so, you must pay the amount requested by us by the date specified in our invoice. If a deposit is requested, your booking will not be confirmed, and we cannot guarantee the availability of the date and time requested, until we receive payment in accordance with this clause 8.7.

8.8       We may increase our standard charges at any time. If we increase the amount payable in respect of Subscriptions, we will provide at least 28 days’ written notice to you. If you do not wish to continue with your Subscription following notification of an increase under this clause 8.8, you may cancel your Subscription in accordance with clause 10.1(b).

8.9       If the rate of VAT changes between your order date and the date we supply the Services, we adjust the rate of VAT that you pay, unless you have already paid in full before the change in the rate of VAT takes effect.

9. OUR RIGHTS TO CANCEL/TERMINATION

9.1    We may (without prejudice to our other rights) immediately cancel or terminate any Services by giving written notice to you if:

(a)        you fail to pay the Charges when due in accordance with clause 8;

(b)       you or your personnel do anything which does or might, in our reasonable opinion, cause any risk, harm or damage (including reputational harm or damage) to us, our employees, contractors, other customers, and/or to any property;

(c)        you materially or repeatedly breach any term of these Terms and Conditions, although for breaches which are capable of remedy we will first give you an opportunity to put things right which you will need to do within seven days;

(d)       if we reasonably believe that your use of the Services is infringing or is likely to infringe any third party rights (including Intellectual Property Rights) or we reasonably believe that you are committing illegal activity in relation to your use of the Services;

(e)        you take or have taken against you (other than in relation to a solvent restructuring) any step or action towards your entering bankruptcy, administration, provisional liquidation or any composition or arrangement with your creditors, applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court), being struck off the register of companies, having a receiver appointed to any of your assets, or your entering a procedure in any jurisdiction with a similar effect to a procedure listed in this clause 9.1(e);

(f)        if you are a business customer, you suspend or cease, or threaten to suspend or cease, carrying on business; or

(g)        your financial position deteriorates so far as to reasonably justify the opinion that your ability to give effect to the terms of the contract between us is in jeopardy.

9.2       We may (i) immediately terminate the contract or any Services if we cease to provide the Services in accordance with clause 4.3; or (ii) by providing not less than four weeks written notice to you.

9.3       On expiry or termination of the contract (or Services) for any reason: (a) you shall immediately pay to us all outstanding unpaid Charges; (b) all future bookings made in respect of the Services will be cancelled; and (c) the licence granted under clause 12.2 will immediately cease.

9.4    Subject to clause 10.7, we will use reasonable endeavours to pay any refund due from us to you on termination of the Services (if any) within 30 days from the date of termination. We shall pay such refund using the payment method that you used to pay your Charges or by cheque if you have made payment to us via the invoice process identified in clause 8.1(d).

10. YOUR RIGHT TO CANCEL

Cancellation of subscriptions

10.1     You may cancel your Subscription:

(a) at any time, however, cancellation will not take effect until the end of your Subscription term as set out in clause 5.4 and you will remain liable for charges due until the end of the Subscription term; or

(b) if we provide notice to you in accordance with clause 8.8, within 14 days of the date on which we provide notice to you.

Cancellation of one-to-one sessions

10.2     If you are a consumer then we will allow you to cancel your purchase of one-to-one Sessions any time up to 24 hours before the time of the relevant session. This clause 10.2 does not affect your statutory rights as set out in clause 10.

If you are a business

10.3     If you are a business customer then you may not cancel any order which has been accepted by us in accordance with clause 2.1.

Statutory right to cancel for consumers

10.4     Clauses 10.4 to 10.10 (inclusive) do not apply where you are a business customer.

10.5     If you are a consumer, under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 (“Consumer Contracts Regulations”) you may, subject to any applicable exceptions under the Consumer Contracts Regulations, cancel your purchase of Services purchased online within a period of 14 days from the date on which the contract is formed (“Cancellation Period”) in accordance with clause 2.1, subject to clauses 10.6 and 10.9.

10.6     You must inform us of your decision to cancel by making a clear statement to that effect to us, and you may use one of the following methods within the relevant Cancellation Period by clear declaration via email [email protected].

10.7     If you exercise your right to cancel in accordance with clause 10.5, your contract with us will come to an end and, subject to clause 10.9, we will reimburse to you all payments received from you for the relevant Services. We will make this reimbursement no later than 14 days after the day on which we are informed about your decision to cancel the Services using the same means of payment you use to pay for the relevant Services, unless we agree otherwise.

10.8     During the order process for relevant Services you will be presented with a tick box to expressly agree that we may begin to make the Services available to you during the Cancellation Period. Without prejudice to the foregoing, you agree that we may provide Services to you immediately (for Subscriptions) or from the date booked (for Services other than Subscriptions). You agree and acknowledge that you will lose your right to cancel the contract once the Services have been fully performed.

10.9     You are not entitled to exercise your statutory right to cancel the relevant Services in accordance with clause 10.5 after the relevant Cancellation Period has expired or after the Services have been provided and we will not refund to you any Charges paid by you if you purport to give notice of cancellation in such circumstances. You must pay for any Services provided up to the time you give notice of cancellation.

10.10   If you are a consumer then, without prejudice to your statutory rights referred to above, we will refund you for the purchase of Services if within 30 days of the date of purchase you tell us that having followed the guidance provided in the Content you are unsatisfied with the Content you purchased. As a condition to accepting a request for a refund under this clause 10.10, we may require that you demonstrate that you have in fact used the Content and followed the course materials and guidance by sending us your completed Phenodescription book.

 

11. YOUR BREACH OF THESE TERMS AND CONDITIONS

11.1     If you breach any term of these Terms and Conditions, we may do any or all of the following (without limitation and without prejudice to any other rights under these Terms and Conditions): (a) issue a warning to you; (b) temporarily or permanently withdraw your right to use the Services and/or terminate the contract between us; (c) issue legal proceedings against you for reimbursement of all costs resulting from the breach (including, but not limited to, reasonable administrative and legal costs); (d) take further legal action against you; and/or (e) disclose such information to law enforcement authorities as we reasonably feel is necessary to do so.

12. INTELLECTUAL PROPERTY RIGHTS

12.1     We and/or our licensors shall own and retain all Intellectual Property Rights, in each case, in or relating to our business and the Services. You acknowledge that you are permitted to use our Intellectual Property Rights only as expressly authorised by us or our licensors.

12.2     Subject to your compliance with these Terms and Conditions and your payment of the Charges, we and/or our licensors grant you a limited, non-exclusive, non-transferable, non-sublicensable licence to access and use the Services.

13. LIABILITY

13.1     Nothing in these Terms and Conditions shall operate so as to exclude or limit your liability to us or our liability to you for: (a) fraud; (b) death or personal injury arising out of negligence; or (c) any liability which cannot be excluded or limited by law.

13.2  Subject to clause 13.1, where you are a consumer:

(a)        and we fail to comply with these Terms and Conditions, we are responsible for loss or damage you suffer that is a foreseeable result of our breach of these Terms and Conditions or our negligence, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if it was an obvious consequence of our breach or if it was contemplated by you and us at the time that we entered into our contract;

(b)       nothing in these Terms and Conditions affects your statutory rights; and

(c)        we only supply the Services to you for domestic and private use. You agree not to use the Services for any commercial or business purposes and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.

13.3     Subject to clause 13.1, where you are a business customer:

(a)        the express provisions of clause 6.1 are in place of all warranties, conditions, terms, undertakings and obligations implied by statute, common law, custom, trade usage, course of dealing or otherwise, (including but not limited to implied undertakings of satisfactory quality, conformity with description, fitness for any particular purpose or ability to achieve a particular result) all of which are hereby excluded to the maximum extent permitted by law;

(b)       we will under no circumstances whatsoever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with these Terms and Conditions or the contract for: (i) any loss of profits, sales, business, or revenue; (ii) loss or corruption of data, information or software; (iii) loss of business opportunity; (iv) loss of anticipated savings; (v) loss of goodwill; or (vi) any indirect or consequential loss whatsoever;

(c)        subject to clause 13.1, our maximum aggregate liability under and/or in connection with these Terms and Conditions in respect of each year shall not exceed a sum equal to 100% of the Charges paid or payable by you in such year];

(d)       you acknowledge that your sole remedy in respect of any breach of these Terms and Conditions by us or any other act or omission by us in relation to the Services, to the exclusion of any and all other remedies (including, without limitation, any claim in tort), is a contractual claim for breach of these Terms and Conditions; and

(e)        you shall indemnify us and keep us indemnified for any and all losses, expenses and liabilities resulting from all claims, demands, liabilities, damages, costs and expenses incurred by us or by any of our contractors, agents, employees or affiliates which arise out of your or your Personnel’s use of the Services or your breach.

14. OTHER IMPORTANT INFORMATION

Survival

14.1     The rights and obligations under these Terms and Conditions shall cease immediately upon the expiry or termination of the contract between us, save that such expiry or termination: shall not (a)  affect the continued operation of clauses 1, 11.1, 13, 14.1, 14.2 to 14.4 (inclusive), 15 and 16 and other provisions which are necessary for the interpretation or enforcement of these Terms and Conditions; and (b)  prejudice or affect the rights of either you or us against the other that have accrued by the date of expiry or termination or any rights in respect of any breach of these Terms and Conditions.

Notices

14.2     Any notices sent under or in relation to these Terms and Conditions will be in writing and shall be delivered by email or post: (a) in the case of notices by us to you, using the address registered in your Account, provided by you, or to your registered office address (if applicable); and (b) in the case of notices by you to us, using the contact details identified at clause 16.

14.3     A notice shall be deemed to have been received i) if sent by post, at 9am on the second Business Day after posting; or ii) if sent by email, at the time of transmission, or, if the time falls outside 9am to 5pm in the place of receipt, then at 9am on the next Business Day.

14.4     Clauses 14.2 and 14.3 do not apply to the service of any proceedings or other documents in any legal action or where applicable, any arbitration or other method of dispute resolution.

Force Majeure

14.5     Neither party shall be in breach of these Terms and Conditions nor liable for delay in performing, or failure to perform, any of its obligations under it if such delay or failure result from an event, circumstance or cause beyond its reasonable control (including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the our workforce or any other party), failure of a utility service or transport or telecommunications network or the internet, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of our suppliers or sub-contractors). In such circumstances the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed. For the avoidance of doubt, nothing in this clause 14.5 shall affect or release you from your payment obligations under these Terms and Conditions.

14.6     Each of the terms in these Terms and Conditions operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining clauses will remain in full force and effect.

14.7     We will provide the Services to you as an independent contractor and not as your employee, agent, partner or joint venture. Neither you nor we have any right, power or authority to bind the other party.

14.8     No failure or delay by either you or us in enforcing against the other any term of these Terms and Conditions will be or will be deemed to be a waiver or in any way prejudice any right under these Terms and Conditions. Any waiver by you or us of any of your or our rights is only effective if it is in writing and it applies only to whomever of your or us the waiver is addressed and to the circumstances for which it is given.

Other terms

14.9     The receipt of the Services is personal to you and you may not transfer your rights to access the Services or provide the Services to any other person.

14.10 If you are a business customer:

(a)        these Terms and Conditions contains the entire agreement between you and us and supersedes all prior written or oral agreements and understandings pertaining to the subject matter of these Terms and Conditions Both you and we acknowledge that in entering into the contract each of you and us has not relied upon any oral or written statements, collateral or other warranties, assurances, representations or undertakings which were made by or on behalf of the other in relation to the subject-matter of the these Terms and Conditions at any time before its coming into effect, other than those which are set out in these Terms and Conditions, provided that nothing in this clause 14.10(a) shall exclude or restrict the liability of either you or us arising out of our or your (as applicable) fraudulent misrepresentation or fraudulent concealment;

(b)       these Terms and Conditions do not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Terms and Conditions;

(c)        you may not assign, novate, transfer, sub-licence, declare a trust of, mortgage, charge or deal in any other manner with your obligations under these Terms and Conditions, or with any of your rights or obligations under it, without our prior written consent; and

(d)        we may assign, novate, or transfer any of our rights or obligations under these Terms and Conditions to another legal entity by giving written notice to you.

15. GOVERNING LAW AND JURISDICTION

15.1     These Terms and Conditions are governed by English law. This means that your purchase and use of the Services, and any dispute or claim arising out of or in connection therewith will be governed by English law.

15.2     If you are a consumer you can bring proceedings in respect of these Terms and Conditions in the English courts, wherever you live. However, as a consumer, if you live in Wales, Scotland or Northern Ireland, you can also bring claims against us in the courts of the country you live in; and

15.3     If you are a business customer, any dispute arising out of or in connection with these Terms and Conditions and/or the Services (whether contractual or non-contractual) will be referred to the exclusive jurisdiction of the English courts.

16. CONTACTING US

Should you have any reasons for a complaint, we will endeavour to resolve the issue and avoid any re-occurrence in the future. You can always contact us using the following details:

Email: [email protected]

For grievance and compliance related questions please contact: [email protected]

Please note that when we refer to “in writing” in these Terms and Conditions, this includes e-mail.

Service and Booking Terms and Conditions last updated in November 2024