1.1 When the following words with capital letters are used in these Terms, this is what they will mean:
“1-2-1 Sessions” means the face-to-face or online interactions or Zoom calls between you and Us in which We will provide the Services;
“Event Outside Our Control” is defined in clause 9.2;
“Group Sessions” means face-to-face or online interactions or Zoom calls between you, Us and other parties to a group session in which We will provide the Services;
“Order” means your order for the Services;
“Services” means the services that We are providing to you as set out in the Order;
“Terms” means the terms and conditions set out in this document; and
“We/Our/Us” means Gina Battye Limited of 231 Quarmby Road, Huddersfield, HD3 4FB (Company No. 08898316).
1.2 When We use the words “writing” or “written” in these Terms, this will include e-mail unless We say otherwise.
2. Our contract with you
2.1 The Terms and the Order are the terms and conditions on which We supply Services to you.
2.2 Please ensure that you read these Terms carefully, and check that the details on the Order and in these Terms are complete and accurate, before you sign and return the Order. If you think that there is a mistake or require any changes, please contact Us to discuss. We will resend the Order and these Terms to avoid any confusion between you and Us should any changes be made.
2.3 When you sign and submit the Order to Us, this does not mean We have accepted your Order for Services. Our acceptance of the Order will take place as described in clause 2.4. If We are unable to supply you with the requested Services, We will inform you of this and We will not process the Order.
2.4 These Terms will become binding on you and Us when We contact you to confirm that We are able to provide you with the requested Services at which point a contract will come into existence between you and Us.
2.5 If any of these Terms conflict with any term of the Order, the Order will take priority.
3. Changes to the Order or Terms
3.1 We may revise these Terms from time to time if there are changes in relevant laws and regulatory requirements.
3.2 If you wish to cancel an Order please see your right to do so in clause 10.
4. Providing Services
4.1 We will make reasonable efforts to complete the Services between the dates set out in the Order but your participation and cooperation is required for Us to provide them. We will make reasonable efforts to ensure that We provide the Services in keeping with any timeframes set out in the Order, or otherwise agreed between you and Us, by providing all information and resources to you in good time. You must make reasonable efforts to ensure that any timeframes set out in the Order, or otherwise agreed between you and Us, are kept by following reasonable directions, meeting deadlines and keeping appointment times. However, there may be delays due to an Event Outside Our Control. See clause 9 for Our responsibilities when an Event Outside Our Control happens.
4.2 The Services will be provided by Us through a number of 1-2-1 Sessions, Group Sessions and/or any other means as agreed between you and Us and detailed in the Order.
4.3 Where applicable, the Face-to-Face 1-2-1 Sessions will be once monthly and unless otherwise specified, are 2.5 hours in length. We are not required to provide more than one 1-2-1 Session per calendar month. Online 1-2-1 sessions will commence at the time agreed and will last, unless otherwise specified, 60 minutes.
4.4 We will be as accommodating as We reasonably can be by providing a range of appointments for 1-2-1 Sessions which will be held on a regular day and time as outlined in the Order.
4.5 If you are unable to attend an agreed 1-2-1 Session, providing you give Us 48 hours notice in writing, We will reschedule the 1-2-1 Session. When you provide Us notice of your unavailability you must give Us details of when you are available and We will confirm in writing the new appointment for the 1-2-1 Session. Each 1-2-1 Session can only be rescheduled once and if you are unable to attend the rescheduled 1-2-1 Session it will be forfeited.
4.6 Each 1-2-1 Session will commence at the time agreed.
4.7 If you miss a 1-2-1 Session and it has not been rescheduled in accordance with clause 4.5 above the 1-2-1 Session will be forfeited and no refund will be made.
4.8 If you are undertaking a 6 month programme, it begins on the date of signing the Order Request agreement and ends exactly 6 months later. Any sessions not taken during this 6 month period will be forfeited.
4.9 If We miss a 1-2-1 Session and We have not given you reasonable notice then We will reschedule the 1-2-1 Session at the earliest mutually convenient time. The 1-2-1 Session will not be forfeited even if it rolls into the next month.
4.10 If We miss a Group Session We will, as far as reasonably practicable, rearrange the Group Session to take place at the earliest time and date convenient for the majority of the parties in the Group Session.
4.11 If you are entitled to a Group Session as part of your Order you will be informed of the date and time of the Group Session on reasonable notice. If you miss a Group Session the Group Session will be forfeited and no refund will be made.
4.12 Face-to-Face Group Sessions will commence at the time agreed and will last, unless otherwise specified, 2.5 hours. Online Group Sessions will commence at the time agreed and will last, unless otherwise specified, 60 minutes.
4.13 It is your responsibility to call Us at the beginning of the Online Group Session and to ensure that you have access to the internet and Zoom for the duration of the Group Session.
Services – General
4.14 We will need certain information from you to provide the Services, for example, but not exclusively, an indication of the areas that you wish to focus on during the programme outlined. If you do not, after being asked by Us, provide Us with this information or you provide Us with incomplete or incorrect information We may suspend the Services by giving you written notice. Unless we notify you otherwise, this information is required before the Services commence and We will not be liable for any delay or non-performance where you have not provided this information to Us after We have requested it.
4.15 By entering into a contract with Us, you are agreeing to participate in marketing for the Services. This includes your written word, photographs, video and audio recordings.
4.16 If you have entered into a contract with Us for the provision of the Services which includes access to the Soul Calls and Soul Community, providing all payments due under this contract are paid you will be granted access to the Soul Calls and Soul Community. Details to access the Soul Calls will be given to you when We have confirmed Our acceptance of your Order.
4.17 We may have to suspend the Services if We have to deal with technical or software problems. We will contact you to let you know in advance where this occurs, unless the problem is urgent or an emergency. This does not affect your obligation to pay for any invoices that We have already sent you or where the Services recommence any payments under the agreed payment plan.
4.18 If you do not pay Us for the Services when you are supposed to as set out in clauses 6.3 and 6.4, We may suspend the Services with immediate effect until you have paid Us the outstanding amounts (except where you dispute an invoice under clause 6.6). We will contact you to tell you that the Services have been suspended. This does not affect Our right to charge you interest under clause 6.5 or Our right to cancel the contract under clause 11.
5. If there is a problem with the Services
5.1 In the unlikely event that there is any defect with the Services:
(a) please contact Us and tell Us as soon as reasonably possible;
(b) please give Us a reasonable opportunity to repair or fix any defect; and
You will not have to pay for Us to repair or fix a defect with the Services under this clause 5.1.
5.2 As a consumer, you have legal rights in relation to Services not carried out with reasonable skill and care, or if the materials We use are faulty or not as described. Advice about your legal rights is available from your local Citizens’ Advice Bureau or Trading Standards office. Nothing in these Terms will affect these legal rights.
6. Price and payment
6.1 The price of the Services and Our payment details will be set out in the Order. Our prices may change at any time, but price changes will not affect Orders that We have confirmed with you.
6.2 These prices include VAT. However, if the rate of VAT changes between the date of the Order and the date of Our confirmation, We will adjust the rate of VAT that you pay, unless you have already paid for the Services in full before the change in the rate of VAT takes effect.
6.3 Subject to clause 6.4, the price of the Services is payable in full within 3 days of Us confirming our acceptance of your Order.
6.4 If a monthly payment plan has been agreed by Us (as detailed in the Order), full payment of the price for Services can be made in monthly instalments by the agreed dates set out in the Order in cleared funds. If you fail to make payment in accordance with this payment plan, the full price of the Services will be immediately payable. Late payments WILL incur an admin fee of £10.
6.5 If you do not make any payment due to Us by the due date for payment and a payment plan is not agreed, We may charge interest to you on the overdue amount at the rate of 3% a year above the base lending rate of HSBC. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You must pay Us interest together with any overdue amount.
6.6 However, if you dispute an invoice in good faith and contact Us to let Us know promptly after you have received an invoice that you dispute it, clause 6.5 will not apply for the period of the dispute.
7. Confidentiality Obligations
7.1 You agree not to disclose any confidential information which includes, but is not limited to, any materials made available to You during the supply of the Services (this includes materials, information and resources and any advice given to You during the 1-2-1 Sessions and Group Sessions) and information disclosed by third parties during Group Sessions to any third party except as may be required by law or a court of competent jurisdiction.
7.2 We appreciate that a lot of the information that you share with Us may be personal in nature and highly sensitive. We want you to feel comfortable and confident that what you share with Us stays with Us and is kept private. As such We will keep all written notes of our 1-2-1 Sessions and Group Sessions (as applicable) in a locked filing cabinet and they will be destroyed at the end of a programme unless otherwise agreed with you. We will not disclose any information shared by you with any third party unless We, in Our sole discretion, believe that you are at risk of harm or if We are required to by law or a court of competent jurisdiction.
8. Our liability to you
8.1 If We fail to comply with these Terms, We are responsible for loss or damage you suffer that is a foreseeable result of Our breach of the Terms or Our negligence. Loss or damage is foreseeable if it is an obvious consequence of Our breach or if it is contemplated by you and Us at the time We entered into this contract.
8.2 We only supply the Services for private use. You agree not to use the Services for any commercial, business or re-sale purpose, and We have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
8.3 We do not exclude or limit in any way Our liability for:
(a) death or personal injury caused by Our negligence;
(b) fraud or fraudulent misrepresentation; or
(c) any liability that, by law, cannot be limited or excluded.
9. Events Outside Our Control
9.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of Our obligations under these Terms that is caused by an Event Outside Our Control.
9.2 An Event Outside Our Control means any act or event beyond Our reasonable control, including without limitation strikes, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, failure of public or private telecommunications networks or failure of or unavailability of any third party software.
9.3 If an Event Outside Our Control takes place that affects the performance of Our obligations under these Terms:
(a) We will contact you as soon as reasonably possible to notify you; and
(b) Our obligations under these Terms will be suspended and the time for performance of Our obligations will be extended for the duration of the Event Outside Our Control. Where the Event Outside Our Control affects Our performance of Services to you, We will restart the Services as soon as reasonably possible after the Event Outside Our Control is over.
9.4 You may cancel the contract if an Event Outside Our Control takes place and you no longer wish Us to provide the Services. Please see your cancellation rights under clause 10. We will only cancel the contract if the Event Outside Our Control continues for longer than 4 weeks in accordance with Our cancellation rights in clause 11.
10. Your rights to cancel and applicable refund
10.1 You have the following rights to cancel an Order for Services, including where you choose to cancel because We are affected by an Event Outside Our Control:
(a) You may cancel any Order for Services at any time before the start date for the Services or within 14 calendar days of Us confirming your Order under clause 2.4, whichever is the earlier (“Cooling Off Period”) by contacting Us by email to email@example.com. We will confirm your cancellation in writing to you.
If you cancel an Order for Services under clause 10.1(a) and you have made any payment in advance for the Services, We will refund these sums to you less any costs We reasonably incurred in starting to fulfil the Order. If you have not made payment in advance We will invoice you in respect of these costs and you will make payment of the invoice within 3 days of the date of the invoice. We will tell you what these costs are when you contact Us.
10.2 On expiry of the Cooling Off Period and/or after We have started to provide the Services to you, you may cancel the contract for Services with immediate effect by giving Us written notice if:
(a) We break this contract in any material way and We do not correct or fix the situation within 7 days of you asking Us to in writing;
(b) We go into liquidation or a receiver or an administrator is appointed over Our assets;
(c) We are affected by an Event Outside Our Control for longer than 4 weeks.
11. Our rights to cancel and applicable refund
11.1 If We have to cancel an Order for Services before the Services start:
(a) due to an Event Outside Our Control or the unavailability of Gina Battye or key materials without which We cannot provide the Services. We will promptly contact you if this happens.
(b) under clause 11.1(a) and you have made any payment in advance for Services that have not been provided to you, We will refund these amounts to you.
11.2 Once We have begun to provide the Services to you, We may cancel the contract for the Services at any time by providing you with at least 10 days’ notice in writing. If you have made any payment in advance for Services that have not been provided to you, We will refund these amounts to you.
11.3 We may cancel the contract for Services at any time with immediate effect by giving you 3 days’ written notice if:
(a) you do not pay Us when you are supposed to as set out in clause 6.3 and 6.4. This does not affect Our right to charge you interest under clause 6.5; or
(b) you break the contract in any other material way and you do not correct or fix the situation within 7 days of Us asking you to in writing.
If We cancel the contract for Services under clause 11.3 the total price will remain payable by you.
12. Information about Us and how to contact Us
12.1 We are a company registered in England and Wales. Our company registration number is 08898316 and Our registered office is at 231 Quarmby Road, Huddersfield, HD3 4FB.
12.2 If you have any questions or if you have any complaints, please contact Us. You can contact Us by e-mailing Us at firstname.lastname@example.org. We aim to answer all questions within 48 hours.
12.3 If you wish to contact Us in writing, or if any clause in these Terms requires you to give Us notice in writing (for example, to cancel the contract), you can send this to Us by e-mail, or by pre-paid post to Our address in clause 12.1 above. We will confirm receipt of this by contacting you in writing. If We have to contact you or give you notice in writing, We will do so by e-mail. Our email account will only be monitored between 9.00am and 5.00pm, Monday to Friday excluding any UK national holidays (“Business Hours”). Any notices received outside of Business Hours will be dealt with when Business Hours resume.
13. How We may use your personal information
13.1 We will use the personal information you provide to Us to:
(a) provide the Services;
(b) process your payment for such Services; and
(c) inform you about similar products or services that We provide, but you may stop receiving these at any time by contacting Us.
13.2 We will not give your personal data to any third party.
14. Other important terms
14.1 We may transfer Our rights and obligations under these Terms to another organisation, and We will always notify you in writing if this happens, but this will not affect your rights or Our obligations under these Terms.
14.2 You may only transfer your rights or your obligations under these Terms to another person if We agree in writing.
14.3 This contract is between you and Us. No other person shall have any rights to enforce any of its terms unless clause 14.2 applies.
14.4 Each of the paragraphs of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful they will be modified to the minimum extent required to give the effect intended by you and Us. Where this is not possible the remaining paragraphs will remain in full force and effect.
14.5 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.
14.6 These Terms are governed by English law. You and We both agree to submit to the non-exclusive jurisdiction of the English courts. However, if you are a resident of Northern Ireland you may also bring proceedings in Northern Ireland, and if you are a resident of Scotland, you may also bring proceedings in Scotland.