BeSophro Website Terms & Conditions
Website terms of use
BeSophro Limited, a company registered in England and Wales with company number 11326176, whose registered office at 58 South Molton Street, London (“Operator”) operates the website located at https://be-sophro.com/ (“Website”).
1. UNDERSTANDING THESE TERMS OF USE
1.1 These terms of use (“Terms”) describe how you may access and use the Website.
1.2 When certain words and phrases are used in these Terms, they have specific meanings (these are known as “defined terms”). You can identify these defined terms because they start with capital letters (even if they are not at the start of a sentence). Where a defined term is used, it has the meaning given to it in the section of these Terms where it was defined (you can find these meanings by looking at the sentence where the defined term is included in brackets and speech marks).
1.3 In these Terms, when we refer to “we”, “us” or “our”, we mean the Operator; and when we refer to “you” or “your” we mean you, the person accessing or using the Website.
1.4 Please note, however, that certain functions made available on the Website are governed by additional terms and conditions, including the Services and Booking Terms and Conditions (available here)
1.5 In addition to clause 1.4 above, please note that we only use your personal information in accordance with our privacy policy (available here)
2. THE WEBSITE
2.1 The Website and all content, materials, text, publications, articles, documents, know-how, files, audio guides and software from time to time contained or comprised in the Website including any audio-visual materials or other hard or soft copy materials that are provided to you in the delivery of certain services on it (“Content”) are provided for general information purposes only. They are not intended to amount to advice on which you should rely.
2.2 You acknowledge that the website and the content on it is not a substitute for seeking professional medical advice. By accepting these terms, you confirm that you are solely responsible for your health (save for any personal injury or death caused by our negligence). You must always consult your doctor or otherwise obtain medical advice before taking, or refraining from, any action on the basis of content on the website.
2.3 The Website is made available free of charge. We do not guarantee that the Website, or any Content on it, will always be available or be uninterrupted. Access to the Website is permitted on a temporary basis. We may suspend, withdraw, discontinue or change all or any part of the Website without notice. We will not be liable to you if for any reason the Website is unavailable at any time or for any period. We may update the Website and/or change the Content on it at any time.
2.4 You are responsible for making all arrangements necessary for you to have access to the Website and its Content and all associated costs with such access. You are also responsible for ensuring that all persons who access the Website through your internet connection are aware of these Terms and that they comply with them.
2.5 You may only use the Website for your own domestic, private and non-commercial use.
3. YOUR ACCOUNT AND PASSWORD
3.1 You will need to register an account with us on the Website in order to access certain services available on the Website (“Account”). If you register an Account, you will be asked to provide certain information (such as your email address) and to create a password, as part of our security procedures. You must treat such the password as confidential and you must not disclose it to any third party.
3.2 Where you register an Account in a corporate capacity, e.g. employees, consultants or subcontractors (“Representatives”), the business acknowledges and agrees that it shall be responsible for the Representatives use of its Account(s) and shall at all times be liable for the acts and omissions of its Representatives in respect of such Account(s).
3.3 We have the right to disable any Accounts and/or passwords, at any time, if in our reasonable opinion you have failed to comply with any of the provisions of these Terms.
3.4 If you know or suspect that anyone other than you knows your Account login details, you must immediately notify us at [email protected]. You are responsible for any unauthorised use of your Account login details.
4. ACCEPTABLE USE
General
4.1 You agree not to: (a) use the Website in any way that breaches these Terms or any applicable local, national or international laws or regulations; (b) copy, or otherwise reproduce or re-sell any part of the Website unless expressly permitted to do so in these Terms; or (c) do any act or thing that might damage, disrupt or otherwise interfere with the operation of the Website or any equipment, network or software used in operating the Website.
User Generated Content
4.2 If it is the case that you supply/upload any content to the Website – whether it be pictures, text, sound recordings or whatever – the content you supply (“User Generated Content”) must comply with the following rules: (a) it must not be obscene, abusive, offensive or racist and it must not promote or propose hatred or physical harm against anyone; (b) it must not harass or bully another person; (c) it must be true and honest so far as you are aware; (d) it must not be defamatory of anyone; (e) it must not use the material or content or infringe the rights or privacy of anyone else (for example you should not use images of well-known characters, footage or music (unless it is your own)); (f) it must not contain someone else’s personal details or confidential information relating to other people; and (g) it must not promote or condone terrorism, violence or illegal behaviour.
4.3 We reserve the right to refuse to accept or refuse or cease to use any User Generated Content supplied by any person that we think contravenes these rules.
Interactive Services
4.4 In addition, we may from time to time provide interactive services on the Website that shall enable you to upload User Generated Content, including, without limitation: (a) comment facilities; (b) chat rooms; and/or (d) bulletin boards, (together, “Interactive Services”).
4.5 Where we provide an Interactive Service, we will use reasonable endeavours to provide information to you about the kind of service offered and if it is moderated. However, we are under no obligation to oversee, monitor or moderate any Interactive Service we provide.
4.6 The use of any of our Interactive Services by a minor is subject to the consent of their parent or guardian. We advise parents who permit their children to use an Interactive Service that it is important that they communicate with their children about their safety online. Minors who are using any Interactive Service should be made aware of the potential risks to them.
Viruses
4.7 We do not guarantee that the Website (and any sound recordings that you download) will be totally secure or free from bugs or viruses. You are responsible for configuring your information technology, computer programmes and platform in order to access the Website (and audio guides) and we recommend that you use your own virus protection software.
4.8 You must not misuse the Website by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to the Website, the server on which the Website is stored or any server, computer or database connected to the Website. You must not attack the Website via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use the Website will cease immediately.
5. INTELLECTUAL PROPERTY
5.1 We are the owner or licensee of all intellectual property rights in the Website and its Content, and the BeSophro name and mark. Those works are protected by intellectual property laws and treaties around the world. All such rights are reserved.
5.2 You are not granted any right to use, and may not use, any of our intellectual property rights other than as set out in these Terms. You must not use the Website (or any part of it or its Content) for commercial purposes; however, you may download material made available to You from the Website solely for non-commercial, personal use by you.
5.3 No part of the Website, including, without limitation, the text, designs, graphics, photographs, audio guides and images contained in it, may be copied, reproduced, republished, uploaded, re-posted, modified, transmitted or distributed or otherwise used in any way for any non-personal, public or commercial purpose without our prior written consent.
5.4 The Website may from time to time contain links to third party websites. You are responsible for deciding whether to access a third party website and your use of third party websites will be governed by the terms of that third party website. We have no responsibility for any aspect of third party websites.
6. OUR LIABILITY
6.1 Nothing in these Terms excludes or limits our liability for:
6.1.1 death or personal injury caused by our negligence;
6.1.2 fraud or fraudulent misrepresentation; and
6.1.3 any matter in respect of which it would be unlawful for us to exclude or restrict our liability.
6.2 Nothing in these Terms affects your statutory rights. Advice about your statutory rights is available from your local Citizens’ Advice Bureau or Trading Standards Office.
6.3 We only supply the Website for domestic and private use. You agree not to use the Website, or any Content on the Website, 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.
6.4 We assume no responsibility for the content of websites linked to from the Website (including links to our commercial sponsors and partners). Such links should not be interpreted as endorsement by us of those linked websites. We will not be liable for any loss or damage that may arise from your use of them.
6.5 Save as set out in clause 5.4 below, we have no liability to you in respect of User Generated Content that is uploaded to the Website by you or any third party.
7. SUSPENSION AND TERMINATION
7.1 If you breach any of these Terms, we may immediately do any or all of the following (without limitation):
7.1.1 issue a warning to you;
7.1.2 temporarily or permanently remove any User Generated Content uploaded by you to the Website;
7.1.3 temporarily or permanently withdraw your right to use the Website;
7.1.4 suspend or terminate your Account;
7.1.5 issue legal proceedings against you for reimbursement of all costs resulting from the breach (including, but not limited to, reasonable administrative and legal costs);
7.1.6 take further legal action against you; and/or
7.1.7 disclose such information to law enforcement authorities as we reasonably feel is necessary to do so.
8. CHANGES TO THESE TERMS
8.1 We may make changes to these Terms from time to time (if, for example, there is a change in the law that means we need to change these Terms). Please check these Terms regularly to ensure that you understand the Terms that apply at the time that you access and use the Website.
9. OTHER IMPORTANT INFORMATION
9.1 Each of the clauses of these Terms 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.
9.2 If we fail to insist that you perform any of your obligations under these Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
9.3 If you wish to have more information on online dispute resolution, please follow this link to the website of the European Commission: http://ec.europa.eu/consumers/odr/. This link is provided as required by Regulation (EU) No 524/2013 of the European Parliament and of the Council, for information purposes only. We are not obliged to participate in online dispute resolution.
10. GOVERNING LAW AND JURISDICTION
10.1 These Terms are governed by the laws of England and Wales. This means that your access to and use of the Website, and any dispute or claim arising out of or in connection therewith (including non-contractual disputes or claims), will be governed by English law.
10.2 You can bring proceedings in respect of these Terms in the English courts. However, as a consumer, if you live in another European Union member state you can bring legal proceedings in respect of these Terms in either the English courts or the courts of that Member State.
10.3 As a consumer, if you are resident in the European Union and we direct this Website to the member state in which you are resident, you will benefit from any mandatory provisions of the law of the country in which you are resident. Nothing in these Terms, including clause 10.1, affects your rights as a consumer to rely on such mandatory provisions of local law.
11. 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 by clicking here or by using the following details:
Address: BeSophro Limited, 58 South Molton Street, W1K 5SL London, UK
Email address: [email protected]
Telephone number: 0044 (0)20 78136523
Thank you.
Website Terms of use last updated July 2019
Service and Booking Terms and conditions
BeSophro Limited is a company registered in England and Wales with company number 11326176, whose registered office at 58 South Molton Street, London (“BeSophro”).
BeSophro operates the website located at https://besophro.anorak.co/ (“Website”). The Website offers Sophrology workshops and materials which can be ordered through the Website, by email or by telephone.
The Website offers: (a) online courses available for viewing/downloading through the Website (“Online Services”); (b) personal one-to-one consulting sessions (“One-to-One Sessions”); and (c) group sessions (“Group Sessions”) (One-to-One Sessions and Group Sessions, together the “Offline Services”). Offline Services are delivered by qualified Sophrology instructors (“Third Party Instructor”) at third party clinics, directly by BeSophro at 58 South Molton Street or at your home.
Offline Services may be provided by the Third Party Instructors or by the third party clinics where the Offline Services are delivered. Except where the Offline Service is provided by BeSophro at 58 South Molton Street, BeSophro is not the provider of the Offline Services and only provides a booking service (“Booking Service”). References in these terms and conditions to the “Services” are to the Online Services and/or the Booking Services provided by BeSophro for third party clinics and/or to the Offline Services provided by BeSophro itself at 58 South Molton Street, as the context may require. Third parties that provide Offline Services are referred to as the “Service Providers”.
1. UNDERSTANDING THESE TERMS AND CONDITIONS
1.1 These terms and conditions (“Terms and Conditions”) set out the legal terms that apply when you order or use any of the Services. The Terms and Conditions will become binding when you submit an order for Online Services and/or use the Booking Services to order Offline Services from Service Providers. The details of your order (in the case of Online Services) together with these Terms & Conditions form the contract between you and us in relation to the provision of the Online Services (the “Contract”). In the case of Booking Services, these Terms and Conditions apply as the Contract between you and BeSophro when you use the Booking Service. However, please note that these Terms and Conditions do not apply to the Offline Services provided by Service Providers which are subject to the terms and conditions of the relevant Service Provider. Please make sure to save a copy of these Terms & Conditions for your own records.
1.2 By using the Website, the Services and the all content, materials, text, publications, articles, documents, know-how, files, audio guides and software from time to time contained or comprised in the Website including any audio-visual materials or other hard or soft copy materials that are provided to you in the delivery of certain services (“Content”), you confirm that you accept the Terms of Use relating to the Website (“Website Terms”) (available here) and that you agree to comply with them. The Website Terms describe how you may access and use the Website and the Content on it.
1.3 When certain words and phrases are used in these Terms and Conditions, they have specific meanings (these are known as “defined terms”). You can identify these defined terms because they start with capital letters (even if they are not at the start of a sentence). Where a defined term is used, it has the meaning given to it in the section of these Terms and Conditions where it was defined (you can find these meanings by looking at the sentence where the defined term is included in brackets and speech marks).
1.4 When we refer to “we”, “us” or “our”, we mean the Operation; and when we refer to “you” or “your” we mean:
1.4.1 if you are a consumer, the individual using the Services for a purpose that is wholly or mainly outside of their trade, business, craft or profession; and
1.4.2 if you are not a consumer: (a) the business that you have the authority to bind; or (b) the individual using the Services for purposes that are not wholly or mainly outside of their trade, business, craft or profession, (in each case, a “Business”).
2. COMMENCEMENT AND TERM
2.1 A Contract will be formed between us in respect of the Services on the relevant Commencement Date (as defined below):
2.1.1 Online Services: You may submit an order via the order form on the Website (“Order Form”), in accordance with the instructions set out on the Website. There will be a page before you click “Proceed” which gives you a chance to identify and correct any errors. You should check all of the information that you enter and correct any errors before submitting your Order Form, as once your Order Form is submitted we will begin processing it. By clicking the “Pay now” button, you confirm that you are making an offer to us to purchase Services from us for the price specified on the Website. Please note your use of PayPal is governed by PayPal’s terms and conditions. Should we choose to accept your offer, the commencement date of these Terms and Conditions shall be when we confirm acceptance of your offer via email or when we make the Services available to you, whichever is sooner (“Commencement Date”).
2.1.2 Offline Services: You may submit an order for Offline Services by: (i) clicking “Book Now”, which will redirect you to an email address; or (ii) by calling us at the number on the Website. By sending us an email or calling us, you confirm that you are making an offer to BeSophro (or, as the case may be, to the Service Provider) to purchase Offline Services for the price specified on the Website, unless: (a) we advise you that the price has changed prior to you making your offer; or (b) as otherwise agreed during the order process. The commencement date of these Terms and Conditions in respect of the Booking Services and Offline Services provided by BeSophro (“Commencement Date”) shall be when you place your order for Offline Services.
2.2 These Terms and Conditions will become legally binding on you and us from the Commencement Date and each order shall incorporate the Order Form (where applicable) and these Terms and Conditions and shall be a new and separate Contract between you and us in respect of your use of the Services.
2.3 These Terms and Conditions shall commence on the Commencement Date and shall continue, unless terminated earlier in accordance with its terms, until the completion of the Services by us (which, in the case of the Booking Services, means when we complete the booking of the Offline Service from the Service Provider) when it shall terminate automatically without notice (“Term”).
3. USE OF OFFLINE SERVICES
3.1 If you order Offline Services from Service Providers through the Booking Service, the provision of the Offline Services is not undertaken by BeSophro but by the Service Providers under their own terms of service. We do not take any responsibility and hereby disclaim to the fullest extent permitted by law any warranty or representation in relation to the Offline Services and the performance of the Offline Services by the Service Providers and you hereby waive any representation or warranty relating to the foregoing.
3.2 Notwithstanding the foregoing in clause 3.1, if you book Offline Services from Service Providers through the Booking Service or if you book Offline Services from BeSophro itself you agree that you will: (a) comply with all health and safety rules and regulations and any other reasonable security requirements that apply at the premises at which the Offline Services are provided or which are required by BeSophro or the Service Provider; and (b) only use the premises at which the Offline Services are provided for the purposes of participating in the Offline Services or otherwise as permitted by BeSophro or the Service Provider.
3.3 We will use reasonable endeavours to ensure the Third Party Instructor you request during the order process delivers the Offline Services to you. If we have to substitute such personnel for any other person, we shall inform you as soon as reasonably practicable and give you the option to either confirm the order for Offline Services or cancel the order and receive a full refund.
3.4 If you are a Business, we may provide Booking Services for Offline Services to your employees and contractors (“Personnel”) who may use the Offline Services ordered through us.
3.5 You acknowledge that when you or your Personnel use the Offline Services: (a) personal possessions (and your Personnel’s personal possessions) brought to the workshop 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 where the Offline Service is delivered other than (if you are a consumer) to the extent that such loss or theft is due to our negligence. We do not assume liability for the Service Provider’s negligence or misconduct and hereby disclaim any such liability. You are advised not to bring any valuables with you whilst attending the Offline Services. However, if you do bring valuables with you, you are advised to keep your valuables with you at all times.
3.6 You may cancel any booking for any One-to-One Session by notifying us no later than 48 hours in advance of that One-to-One Session, in which case we shall either (at you direction) refund you if you have already paid for that One-to-One Session or arrange a new time for that One-to-One Session.
3.7 Except as provided in clause 9, you are not entitled to cancel any Group Sessions.
3.8 For the avoidance of doubt, if you fail to attend any Offline Service then (save where you have cancelled that session in accordance with the above or in accordance with clause 9) you are not entitled to any refund of the payment made for those Offline Services.
4. USE OF ONLINE SERVICES
4.1 You may view and download Online Services through the Website from the relevant Commencement Date and for as long as the Content remains available on the Website (“Download Period”). Any Content that you may have downloaded during the Download Period may be retained by you and used (solely for personal and domestic purposes) without limitation in time.
4.2 You agree only to access, use, reproduce, modify, download, print or otherwise make available the Online Services for private, non-commercial use, and you agree not to share the Online Services with any other person.
4.3 You are responsible for ensuring that you have and maintain all arrangements and the hardware and software necessary to access and use the Online Services. To access the Online Services your hardware and software needs to be compatible with the Online Services (as updated from time to time in accordance with market practice).
4.4 We shall endeavour to provide constant, uninterrupted access to the Website for exploitation of the Online Services for as long as BeSophro continues to offer the Online Services on its Website. However, please note that: (a) the Online Services may not be uninterrupted, timely, secure or error-free; (b) from time to time we may need to close the Website and suspend the Online Services to carry out upgrade and/or maintenance; and (c) although we impose no time limitations on your right to access the Content on the Website, BeSophro may from time to time modify the way in which it offers Online Services in the future and may replace the Content available on the Website. Content purchased through the Website may be withdrawn from the Website at some point in the future and may no longer available for downloading or viewing. We do not guarantee that the Content will be available for any particular length of time.
5. OUR RESPONSIBILITIES
5.1 Provided that you comply with your obligations as set out in these Terms and Conditions, including in particular clause 6, and following payment of the charges applicable to your order of Offline Services or Online Services (“Charges”) in accordance with clause 7, we will use reasonable skill and care in providing the Services to you or, if you are a Business to the Personnel (where applicable).
5.2 You recognise that we may amend the Services, provided that such changes do not materially impact or reduce the scope of the Services.
5.3 You acknowledge that the Services may not be error-free or accurate and that, as a result, the Services should not be relied upon as being error-free or accurate. If you are a Business, 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.
6. YOUR OBLIGATIONS
6.1 You will be solely responsible and liable for: (a) all activities that occur on or through an account that you register with us on the Website in order to access certain services available on the Website (“Account”) whether or not authorised by you; and (b) the Charges due for all Services.
6.2 You agree that you: (a) shall not use the Services to develop or provide, directly or indirectly, any product or service that competes with our business or any of our affiliated companies; (b) shall not use the Services in any way which might infringe any third party rights, including third party intellectual property rights; (c) shall not use the Services in any way that is contrary to applicable law, rules and regulations; and (d) shall not modify, decompile or reverse engineer any software supplied as part of, or in connection with, the Services.
6.3 You will: (a) co-operate with us in all matters relating to the Services; (b) comply with all applicable laws and regulations with respect to your or their activities under these Terms and Conditions; (c) use best efforts to prevent any unauthorised access to, or use of, the Services and notify us promptly of any such unauthorised access or use; (d) attend the Offline Services on the dates and times set out in the email confirmation sent to you in accordance with clause 2.1.2; (e) provide us with such information and materials as we may reasonably require in order to supply the Services, and ensure that such information is true and accurate; and (f) carry out all of your other responsibilities as set out in these Terms and Conditions in a timely and efficient manner.
6.4 You acknowledge that these Services are not a substitute for seeking professional medical advice. By accepting these terms, you confirm that you are solely responsible for your health and that BeSophro will have no liability for any illness, injury, adverse health condition or other physical problems arising from the provision or use of the Services (save for any personal injury or death caused by our negligence). You must always consult your doctor or otherwise obtain specialist advice before taking, or refraining from, any action on the basis of the Services. If you are a business, you shall make personnel aware of, and procure personnel’s acknowledgement of, this clause.
6.5 If you are a Business, you will:
6.5.1 ensure that the Personnel only uses and downloads the Online Services for their own personal use;
6.5.2 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 incomplete, incorrect or inaccurate information that you have provided us;
6.5.3 ensure that you have obtained any necessary prior consent from the Personnel for the use of their personal data and provide all necessary information to Personnel in compliance with applicable law;
6.5.4 ensure that, throughout the Term, 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;
6.5.5 ensure that the Personnel complies with the terms of these Terms and Conditions, including the requirements and restrictions set out in this clause 6;
6.5.6 be liable for all your and the Personnel’s acts and omissions in relation to the Services or the Offline Services; and
6.5.7 you hereby waive any claims against us for death or personal injury, unless arising out of our negligence.
7. CHARGES AND PAYMENT
7.1 You agree to pay us the Charges (subject to clause 7.2) as follows:
7.1.1 Online Services: the Charges will be payable when we confirm your Order Form in accordance with clause 2.1.1; and
7.1.2 Offline Services: the Charges (which may include payment for the Offline Services that we may collect on behalf of the Service Provider) will be payable via BACS in accordance with the invoice sent to you in our acceptance email pursuant to clause 2.1.2. In some cases, where indicated on the Website or during the order process, the Charges for Offline Services may also include access to audio guides and/or other Content via a private library on the Website accessible via your Account.
7.2 We may issue an invoice for the Charges from the Commencement Date and you agree to pay each invoice raised by us: (a) unless agreed otherwise during the order process, 48 hours in advance of the date for which the Offline Services were booked; and (b) in full and in cleared funds to a bank account nominated in writing by us.
7.3 All amounts payable by you under the Contract are inclusive of amounts in respect of value added tax chargeable for the time or any analogous tax in any relevant jurisdiction including but not limited to sales, use, and goods and services taxes, which shall be paid by you.
7.4 You shall make all payments under the Contract without withholding or deduction of, or in respect of, any tax unless required by law.
7.5 You acknowledge that we are not required to supply the Online Services and that the Service Providers are not required to deliver the Offline Services until the Charges are paid in full.
8. OUR RIGHTS TO CANCEL/TERMINATION
8.1 We may (without prejudice to our other rights) immediately terminate the Contract (or any order for Online Services or Offline Services that we may have accepted) by giving written notice to you if you fail to pay the Charges when due in accordance with clause 7. We will repay any pre-paid Charges for any Services not provided.
8.2 Without prejudice to our other rights or remedies, we may terminate the Contract (or any order for Online Services or Offline Services that we may have accepted) with immediate effect by providing written notice to you if you do anything which brings us into disrepute.
8.3 We may suspend or terminate the Contract (and therefore your access to the Online Services and/or your Account and suspend any bookings for Offline Services you may have ordered):
8.3.1 if you materially breach any of the terms of these Terms and Conditions (save for non-payment which shall be dealt with under in clause 8.1), although for non-serious breaches we will first give you an opportunity to put things right which you will need to do within seven days;
8.3.2 if we reasonably believe that your use of the Services (or Offline Services) is infringing or is likely to infringe any third party rights or you are in any other way committing fraudulent activity in the use of the Services (or Offline Services); or
8.3.3 with immediate effect if we cannot provide the Services to you due to technical or operational reasons outside of our control (or if the Offline Services cannot be provided for such reasons). In these circumstances, we shall refund you, on a pro rata basis, the Charges paid by you in respect of the portion of your Services (or Offline Services) that you have paid for but not received following the effective date of termination.
8.4 On expiry or termination of the Contract (or any order for Online Services or Offline Services that we may have accepted) for any reason: (a) you shall immediately pay to us all outstanding unpaid Charges; (b) your booking of any Offline Services will be cancelled; and (c) your licence to the Online Services under clause 4.1 will cease except in respect of any materials or content that you downloaded prior to such expiry or termination taking effect.
8.5 We shall pay any refund due from us to you on termination of the Services (if any) no later than 30 days from the date of termination. We shall pay such refund using the payment method that you use to pay your Charges or by cheque if you have made payment to us via the invoice process identified in clause 7.2.
9. YOUR RIGHT TO CANCEL
This clause 9 relates to your rights to cancel the Services and receive a refund. You can obtain advice about your right to cancel the Services from your local Citizens’ Advice Bureau or Trading Standards Office. For the avoidance of doubt this clause 9 does not apply where you are a Business.
9.1 If you are a consumer, under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 (“Consumer Contracts Regulations”) you may cancel your purchase of the Online Services or the Offline Services within a period of 14 calendar days from the date on which the contract is formed (“Cancellation Period”) in accordance with clause 2.2, subject to clauses 9.4 and 9.5. Regardless of your statutory rights, we will allow you to cancel your purchase of One-to-One Sessions any time up to 48 hours before the time of the relevant session (“Cancellation Period”).
9.2 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: (a) the sample cancellation form at Appendix 1 (click here) or (b) by clear declaration via email [email protected] or telephone (0)20 78136523.
9.3 If you exercise your right to cancel in accordance with clause 9.1, your Contract will come to an end and 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. We will make the reimbursement using the same means of payment you use to pay for the relevant Services, unless you expressly agree otherwise.
9.4 During the order process for Online Services you will be presented with a tick box to expressly agree that we may begin to make the Online Services available to you during the Cancellation Period.
9.5 You are not entitled to exercise your statutory right to cancel the relevant Services in accordance with clause 9.1 after the relevant Cancellation Period has expired or after you have commenced downloading Content provided as part of the Online Services or after you participated in the Offline Service sessions and if we will not refund to you any Charges paid by you if you purport to give notice of cancellation in such circumstances.
9.6 If you exercise your right to cancel Services after we started delivering the Services but before the services were fully delivered, we may charge you for the value of the Services we (or the Service Provider) delivered up to the point when you notified us of the cancellation. The cancellation right under the Consumer Contracts Regulations does not apply in certain circumstances including where the price of goods, software or services is no more than £42, if goods are ordered to your specifications or are personalised, in relation to goods liable to deteriorate or expire rapidly, or where you request a visit from us for the purpose of urgent repair or maintenance services.
9.7 Regardless of your statutory rights referred to above, BeSophro will refund you for the purchase of Online 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 through the Online Service. As a condition to accepting a request for a refund under this clause 9.7, BeSophro 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.
10. YOUR BREACH OF THESE TERMS AND CONDITIONS
If you breach any of these Terms and Conditions, we may immediately do any or all of the following (without limitation): (a) issue a warning to you; (b) temporarily or permanently withdraw your right to use the Services; (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.
11. INTELLECTUAL PROPERTY RIGHTS
We shall own and retain all rights, title and interest in and to any of the following and you shall not acquire any such rights as a result of the purchase or use of the Services: (a) patents, inventions, designs, copyright and related rights, database rights, trade marks, trade names, logos, slogans and other indications of origin (whether registered or unregistered) and related goodwill; (b) rights in domain names; (c) rights in trade secrets; (d) applications, extensions and renewals in relation to any of these rights and the rights to apply for the registration of any such rights; and (e) all other rights of a similar nature or having an equivalent effect which currently exist or may in the future exist anywhere in the world (“Intellectual Property Rights”), in each case, in or relating to the Services. You acknowledge that any disclosure pursuant to these Terms and Conditions shall not confer on you any such Intellectual Property Rights.
12. LIABILITY
12.1 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.
12.2 Where you are a consumer:
12.2.1 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;
12.2.2 nothing in these Terms and Conditions affects your statutory rights. Advice about your statutory rights is available from your local Citizens’ Advice Bureau or Trading Standards Office; and
12.2.3 we only supply the Services 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.
12.3 Where you are a Business:
12.3.1 the express provisions of clause 5 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;
12.3.2 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;
12.3.3 subject to clause 12.1, our maximum aggregate liability under and/or in connection with these Terms and Conditions or any Contract (whether in contract, tort (including negligence) or otherwise), in respect of all our acts, omissions (including negligence), breach of statutory duty or breach of warranty, our officers, employees, agents, contractors or sub-contractors, shall not exceed the Charges paid for the Services (or Offline Services);
12.3.4 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
12.3.5 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 Offline Services) or your breach or your Personnel’s breach of these Terms and Conditions.
12.4 This clause 12 shall survive and shall not be rendered ineffective by the termination or expiry of these Terms and Conditions for any reason whatsoever.
13. OTHER IMPORTANT INFORMATION
Survival
13.1 The rights and obligations under these Terms and Conditions shall cease immediately upon the expiry or termination of the Contract, save that such expiry or termination: (a) shall not affect the continued operation of clauses 1, 6.4, 8.4, 10, 11, 12 and 13 and other provisions which are necessary for the interpretation or enforcement of these Terms and Conditions; and (b) shall not 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
13.2 Any notices in relation to these Terms and Conditions will be delivered by email or prepaid postage or recorded delivery post: (a) in the case of notices by us to you, using the details registered in your Account; and (b) in the case of notices by you to us, using the contact details identified at clause 14.
13.3 A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by email is deemed to be given on the following day it was sent.
Force Majeure
13.4 Neither you nor us 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 13.4 shall affect or release you from its payment obligations under these Terms and Conditions.
13.5 Each of the clauses of 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.
13.6 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.
13.7 No delay, neglect, or forbearance on the part of either you or us in enforcing against the other any term or condition 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
13.8 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.
13.9 If you are a Business:
13.9.1 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 the Contract. 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 Contract at any time before its coming into effect (together “Pre-Contractual Statements”), other than those which are set out in the Contract, provided that nothing in this clause 13.9.1 shall exclude or restrict the liability of either you or us arising out of our or your (as applicable) fraudulent misrepresentation or fraudulent concealment;
13.9.2 no person other than you or us may enforce any of the provisions of any Contract under the Contracts (Rights of Third Parties) Act 1999;
13.9.3 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 its rights or obligations under it, without our prior written consent; and
13.9.4 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.
14. GOVERNING LAW AND JURISDICTION
14.1 These Terms and Conditions and the Contract are governed by English law. This means that your purchasing and use of the Services, and any dispute or claim arising out of or in connection therewith will be governed by English law.
14.2 If you wish to have more information on online dispute resolution, please follow this link to the website of the European Commission: http://ec.europa.eu/consumers/odr/. This link is provided as required by Regulation (EU) No 524/2013 of the European Parliament and of the Council, for information purposes only. We are not obliged to participate in online dispute resolution.
14.3 If you are a consumer:
14.3.1 you can bring proceedings in respect of these Terms and Conditions in the English courts. However, as a consumer, if you live in another European Union member state you can bring legal proceedings in respect of these Terms in either the English courts or the courts of that Member State; and
14.3.2 as a consumer, if you are resident in the European Union and we direct this Website to the member state in which you are resident, you will benefit from any mandatory provisions of the law of the country in which you are resident. Nothing in these Terms and Conditions, including clause 14.1, affects your rights as a consumer to rely on such mandatory provisions of local law.
14.4 If you are a Business, any dispute arising out of or in connection with these Terms and Conditions, the Contract and/or the Services (whether contractual or non-contractual) will be referred to the exclusive jurisdiction of the English courts.
15. 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:
Telephone: (0)20 78136523
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 July 2019