PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING THIS SITE
GETZEN CLIENT SERVICES TERMS AND CONDITIONS
These Terms and Conditions are entered into between you (“Client”) and Zipporah & Northstar Limited (trading as GetZeN), a company incorporated and registered in England and Wales with company number 12441943 whose registered office is at 10 Bolt Court, 3rd Floor, London, EC4A 3DQ (“GetZeN”)
In addition to any terms defined in the Contract Details the following definitions and rules of interpretation apply in this Agreement.
Agreement: the Contract Details together with these Terms and Conditions.
Business Day: a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Charges: the sums payable for the Services, as set out in the Contract Details.
Control: has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of Control shall be construed accordingly.
Controller, processor, data subject, personal data, personal data breach, processing and appropriate technical measures: as defined in the Data Protection Legislation.
Employee: each employee or other person authorised by the Client to use the Services.
Client Materials: all documents, information, items and materials in any form, whether owned by the Client or a third party, which are provided by the Client to GetZeN in connection with the Services, including the items provided pursuant to 6.1(f).
Data Protection Legislation: the UK Data Protection Legislation and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications) and the guidance and codes of practice issued by the relevant data protection or supervisory authority and applicable to a party.
GetZeN Materials: any output of the Services to be provided by GetZeN to the Client and the Employees and any other documents, products and materials provided by GetZeN in relation to the Services.
Intellectual Property Rights: 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, 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.
Renewal Term: as set out in Clause 2.1.
Session: a session with a practitioner.
Term: the term of this Agreement as defined by clause 2.
UK Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.
VAT: value added tax or any equivalent tax chargeable in the UK.
Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
Website: the GetZeN platform found at get-zen.io
2. Commencement and duration
2.1. For Grow, Nurture & Bespoke: This Agreement shall commence on the Start Date and shall, unless terminated earlier in accordance with Clause 15 (Termination), continue for the Initial Period. Following expiry of the Initial Period, this Agreement shall automatically renew for successive periods of 12 months (each a “Renewal Period”) unless either party gives the other notice of its intention to terminate such notice to be received no later than 30 days prior to the end of the Initial Period or relevant Renewal Period, as applicable.
2.2. For Seed and How are You Solus: This Agreement shall commence on the Start Date and shall, unless terminated earlier in accordance with Clause 15 (Termination), continue until either party gives the other not less than 30 days’ notice of its intention to terminate.
3. Employee access
3.1. Subject to the Client purchasing a Service priced by reference to Employee numbers in accordance with clause 4.3 and clause 9.1 the restrictions set out in this clause 3 and the other terms and conditions of this Agreement, GetZeN hereby grants to the Client a non-exclusive, non-transferable right and licence, without the right to grant sublicences, to permit the Employees to use the Services and the GetZeN Materials during the Term.
3.2. In relation to the Employees, the Client undertakes that:
(a) the maximum number of Employees that it authorises to access and use the Services and the GetZeN Materials shall not exceed the Service it has purchased from time to time;
(b) it will not allow or suffer any Employee access to the Service to be used by more than one individual Employee unless it has been reassigned in its entirety to another individual Employee, in which case the prior Employee shall no longer have any right to access or use the Services and/or GetZeN Materials;
(c) each Employee shall be sent personalised account details for the Website and must activate that account and keep a secure password for their use of the Services and GetZeN Materials. The Employees shall keep their passwords confidential;
(d) it shall maintain a written, up to date list of current Employees and provide such list to GetZeN within  Business Days of GetZeN’s written request at any time or times;
(e) it shall permit GetZeN or GetZeN’s designated auditor to audit the Services in order to establish the name and password of each Employee and the Client’s data processing facilities to audit compliance with this agreement. Each such audit may be conducted no more than once per quarter, at GetZeN’s expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Client’s normal conduct of business;
(f) if any of the audits referred to in clause 3.2(e) reveal that any password has been provided to any individual who is not an Employee, then without prejudice to GetZeN’s other rights, the Client shall promptly disable such passwords and GetZeN shall not issue any new passwords to any such individual; and
(g) if any of the audits referred to in clause 3.2(e) reveal that the Client has underpaid Charges to GetZeN, then without prejudice to GetZeN’s other rights, the Client shall pay to GetZeN an amount equal to such underpayment calculated in accordance with the Charges per Session within 10 Business Days of the date of the relevant audit.
3.3. The Client shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:
(a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
(b) facilitates illegal activity;
(c) depicts sexually explicit images;
(d) promotes unlawful violence;
(e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
(f) is otherwise illegal or causes damage or injury to any person or property;
and GetZeN reserves the right, without liability or prejudice to its other rights to the Client, to disable the Client’s access to any material that breaches the provisions of this clause.
3.4. The Client shall not:
(a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this agreement:
(i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or GetZeN Materials (as applicable) in any form or media or by any means; or
(ii) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
(b) access all or any part of the Services and GetZeN Materials in order to build a product or service which competes with the Services and/or the GetZeN Materials; or
(c) use the Services and/or GetZeN Materials to provide services to third parties; or
(d) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or GetZeN Materials available to any third party except the Employees, or
(e) attempt to obtain, or assist third parties in obtaining, access to the Services and/or GetZeN Materials, other than as provided under this clause 3; or
(f) introduce, or permit the introduction of, any Virus into GetZeN’s network and information systems.
3.5. The Client shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the GetZeN Materials and, in the event of any such unauthorised access or use, promptly notify GetZeN.
3.6. The rights provided under this clause 3 are granted to the Client only and shall not be considered granted to any subsidiary or holding company of the Client.
4. Additional Employees
4.1. Subject to clause 4.2 and clause 4.3, the Client may, from time to time during any Subscription Term, expand its Nurture package to allow additional Employee to access the Nurture package and GetZeN shall grant access to the Services and the GetZeN Materials to such additional Employees in accordance with the provisions of this agreement.
4.2. If the Client wishes to purchase add additional Employees, the Client shall notify GetZeN in writing. The Supplier shall evaluate such request to add additional Employees and respond to the Client with approval or rejection of the request (such approval not to be unreasonably withheld). Where GetZeN approves the request, GetZeN shall activate the request for additional Employees within  days of its approval of the Client’s request.
4.3. If GetZeN approves the Client’s request to add additional Employees to its Nurture package, the Client shall, within 30 days of the date of GetZeN’s invoice, pay to GetZeN the relevant fees for the additional Employees and, if such additional Employee access is purchased by the Client part way through the Initial Term or any Renewal Period (as applicable), such fees shall be pro-rated from the date of activation by GetZeN for the remainder of the Initial Term or then current Renewal Period (as applicable).
5. GetZeN’s responsibilities
5.1. Within 5 Business Days of the Start Date GetZeN shall send account activation details to the Client.
5.2. Where applicable to the Services agreed to be provided, GetZen will issue How are You Life or How are You + questionnaires and using the replies to such questionnaire GetZeN shall determine trends amongst the Employees and shall make recommendations to the Client about specific programs the Client may wish to offer the Employees.
5.3. In relation to How are You Solus GetZeN will provide the Services to the specification agreed between the Client and GetZeN.
5.4. GetZeN shall use reasonable endeavours to:
(a) close a departed Employee’s account as soon as reasonably practicable upon notification of such departure by the Client;
(b) supply the Services in accordance with this Agreement in all material respects; and
(c) observe all health and safety and security requirements that apply at any of the Client’s premises to which it requires access in order to perform the Services, provided that it shall not be liable under this Agreement if, as a result of such observation, it is in breach of any of its obligations under this Agreement.
5.5. GetZeN is a marketplace for third party practitioners in addition to providing some Sessions itself.
5.6. GetZeN may make available to the Client details of practitioners available to provide 1-2-1 therapy Sessions requested by the Client but selection of the practitioner is the Client’s decision. For other Sessions GetZeN may recommend a specific practitioner but the decision to book a Session with a recommended practitioner is the Client’s decision.
6. Client’s obligations
6.1. The Client shall:
(a) co-operate with GetZeN in all matters relating to the Services;
(b) notify GetZeN of any appointments and departures of Employees;
(c) ensure that the Employees use the Services and the GetZeN Materials in accordance with this Agreement and shall be responsible for any Employee’s breach of this Agreement;
(d) appoint a manager for the Services. That person shall have the authority to contractually bind the Client on matters relating to the Services;
(e) (only if the Services require it) provide, for GetZeN, its agents, subcontractors, practitioners, consultants and employees, in a timely manner and at no charge, access to the Client’s premises, office accommodation, data and other facilities as required by GetZeN;
(f) provide to GetZeN in a timely manner all documents, information, items and materials in any form (whether owned by the Client or third party) reasonably required by GetZeN in connection with the Services and ensure that they are accurate and complete in all material respects;
(g) obtain and maintain all necessary licences and consents and comply with all relevant legislation as required to enable GetZeN to provide the Services before the date on which the Services are to start.
6.2. If GetZeN’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of the Client, its agents, subcontractors, consultants or employees, then, without prejudice to any other right or remedy it may have, GetZeN shall be allowed an extension of time to perform its obligations equal to the delay caused by the Client.
7.1. The Client shall not, without the prior written consent of GetZeN, at any time from the date of this Agreement to the expiry of 24 months after the termination of this Agreement, solicit or entice away from GetZeN or employ or attempt to employ any person who is, or has been, engaged as an employee, consultant, practitioner or subcontractor of GetZeN in the provision of the Services.
7.2. GetZeN reserves the right to require a payment from the Client in relation to any consent given by GetZeN in accordance with 7.1 and such consent shall be subject to the Client making such payment.
8. Cancellation of Sessions
8.1. If the Client wishes to cancel or reschedule an individual Session, GetZeN will be entitled to charge for:
(a) 100% of the relevant Charges if the cancellation takes place within 7 days of the Session date;
(b) 75% of the relevant Charges if the cancellation takes place more than 7 but fewer than 14 days before the Session date;
(c) 50% of relevant Charges if the cancellation takes place more than 14 but fewer than 30 days before the Session date.
8.2. GetZeN will only accommodate an individual Session being rescheduled on one occasion. Further rescheduling will be chargeable in full irrespective of the period of notice given by the Client.
8.3. If the Client cancels or reschedules a Session, GetZeN reserves the right to charge for any costs incurred by GetZeN such as expenses.
8.4. If, due to unforeseen circumstances, GetZeN has to reschedule or cancel a Session, GetZeN will contact the Client as soon as possible to minimise disruption and will endeavour to book another Session for the Client as soon as reasonably possible.
9. Charges and payment
9.1. In consideration of the provision of the Services by GetZeN, the Client shall pay the Charges.
9.2. GetZeN may increase the Charges on an annual basis with effect from the start of each Renewal Period.
9.3. Unless otherwise stated in the Contract Details, GetZeN shall invoice the Client for the Charges in each calendar month during the Term.
9.4. Unless otherwise stated in the Contract Details, the Client shall pay each invoice submitted to it by GetZeN within 30 days of receipt to a bank account nominated in writing by GetZeN from time to time.
9.5. Without prejudice to any other right or remedy that it may have, if the Client fails to pay GetZeN any sum due under this Agreement on the due date:
(a) the Client shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this Clause 9.5(a) will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%;
(b) GetZeN may suspend all or part of the Services until payment has been made in full.
9.6. All sums payable to GetZeN under this Agreement:
(a) are exclusive of VAT, and the Client shall in addition pay an amount equal to any VAT chargeable on those sums on delivery of a VAT invoice; and
(b) shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
10. Intellectual property rights
10.1. In relation to the GetZeN Materials:
(a) GetZeN and its licensors shall retain ownership of all Intellectual Property Rights in the GetZeN Materials, excluding the Client Materials;
(b) GetZeN grants the Client and each Employee, or shall procure the direct grant to the Client of, a fully paid-up, worldwide, non-exclusive, royalty-free licence during the term of this Agreement to use the GetZeN Materials (excluding the Client Materials) for the purpose of receiving and using the Services; and
(c) the Client shall not, and shall procure that each Employee shall not, sub-license, assign or otherwise transfer the rights granted in Clause 10.1(b).
10.2. In relation to the Client Materials, the Client:
(a) and its licensors shall retain ownership of all Intellectual Property Rights in the Client Materials; and
(b) grants GetZeN a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify the Client Materials for the term of this Agreement for the purpose of providing the Services to the Client.
(a) warrants that the receipt and use of the Services by the Client shall not infringe the Intellectual Property Rights of any third party;
(b) shall, subject to Clause 14 (Limitation of liability), indemnify the Client in full against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the Client arising out of or in connection with any claim brought against the Client for actual or alleged infringement of a third party’s Intellectual Property Rights, to the extent that the infringement or alleged infringement results from copying, arising out of, or in connection with, the receipt, use or supply of the Services; and
(c) shall not be in breach of the warranty at Clause 10.3(a), and the Client shall have no claim under the indemnity at Clause 10.3(b), to the extent the infringement arises from:
(i) the use of the Client Materials in the development of, or the inclusion of the Client Materials in the Services;
(ii) any modification of the Deliverables or Services, other than by or on behalf of GetZeN; and
(iii) compliance with the Client’s specifications or instructions.
10.4. The Client:
(a) warrants that the receipt and use of the Client Materials in the performance of this Agreement by GetZeN, its agents, subcontractors or consultants shall not infringe any rights of third parties; and
(b) shall indemnify GetZeN in full against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by GetZeN arising out of or in connection with any claim brought against GetZeN, its agents, subcontractors, practitioners or consultants for actual or alleged infringement of a third party’s Intellectual Property Rights, to the extent that the infringement or alleged infringement results from copying, arising out of, or in connection with, the receipt or use in the performance of this Agreement of the Client Materials.
10.5. If either party (the Indemnifying Party) is required to indemnify the other party (the Indemnified Party) under this 10, the Indemnified Party shall:
(a) notify the Indemnifying Party in writing of any claim against it in respect of which it wishes to rely on the indemnity at Clause 10.3(b) or Clause 10.4(b) (as applicable) (IPRs Claim);
(b) allow the Indemnifying Party, at its own cost, to conduct all negotiations and proceedings and to settle the IPRs Claim, always provided that the Indemnifying Party shall obtain the Indemnified Party’s prior approval of any settlement terms, such approval not to be unreasonably withheld;
(c) provide the Indemnifying Party with such reasonable assistance regarding the IPRs Claim as is required by the Indemnifying Party, subject to reimbursement by GetZeN of the Indemnified Party’s costs so incurred; and
(d) not, without prior consultation with the Indemnifying Party, make any admission relating to the IPRs Claim or attempt to settle it, provided that the Indemnifying Party considers and defends any IPRs Claim diligently, using competent counsel and in such a way as not to bring the reputation of the Indemnified Party into disrepute.
11. Compliance with laws and policies
11.1. In performing its obligations under this Agreement, GetZeN shall comply with all applicable laws and regulations.
11.2. Changes to the Services required as a result of changes to any applicable laws shall be agreed between the parties.
12. Data protection
12.1. Both parties will comply with all applicable requirements of the Data Protection Legislation. This Clause 12 (Data protection) is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation.
12.2. The parties acknowledge that for the purpose of the Data Protection Legislation:
(a) where the Client passes its Employees’ personal data to GetZeN to enable GetZeN to create accounts for those Employees, the Client is the controller and GetZeN is the processor;
(b) where the Employees make use of the Services, GetZeN is the controller in relation to any personal data arising from such use;
(c) for all other uses of the Services (including but not limited to the Client making use of the dashboard and administrative features of the Services), the Client is the controller and GetZeN is the processor.
12.3. Without prejudice to the generality of Clause 12.1, the Client will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of all personal data from the Client to GetZeN for the duration and purposes of this Agreement.
12.4. Without prejudice to the generality of 12.1, GetZeN shall, in relation to any personal data processed by GetZeN as a processor in connection with the performance of its obligations under this Agreement:
(a) process that personal data only on the documented written instructions of the Client or the relevant Employee unless GetZeN is required by law to otherwise process that personal data. Where GetZeN is relying on such law as the basis for processing personal data, GetZeN shall promptly notify the Client of this before performing the processing required by such law unless the law prohibits GetZeN from so notifying the Client;
(b) ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Client, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting personal data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
(c) without prejudice to Clause 13 (Confidentiality), ensure that all personnel who have access to and/or process personal data are obliged to keep the personal data confidential; and
(d) not transfer any personal data outside of the United Kingdom unless the prior written consent of the Client has been obtained and the following conditions are fulfilled:
(i) the Client or GetZeN has provided appropriate safeguards in relation to the transfer;
(ii) the data subject has enforceable rights and effective legal remedies;
GetZeN complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and
(iii) GetZeN complies with reasonable instructions notified to it in advance by the Client with respect to the processing of the personal data;
(e) assist the Client, at the Client’s cost, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
(f) notify the Client without undue delay on becoming aware of a personal data breach; and
(g) without prejudice to Clause 16.1(c), at the written direction of the Client, delete or return personal data and copies thereof to the Client on termination of the Agreement unless required by law to store the personal data.
12.5. Without prejudice to Clause 18 (Assignment and other dealings), the Client and GetZeN may agree any party which shall be a third party processor of Personal Data under this Agreement. GetZeN confirms that it has entered or (as the case may be) will enter with the third party processor into a written agreement substantially on that third party’s standard terms of business.
13.1. Each party undertakes that it shall not at any time during this Agreement, and for a period of two years after termination or expiry of this Agreement, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party except as permitted by Clause 13.2.
13.2. Each party may disclose the other party’s confidential information:
(a) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this Agreement. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this Clause 13; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
13.3. No party shall use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Agreement.
14. Limitation of liability
14.1. References to liability in this Clause 14 include every kind of liability arising under or in connection with this Agreement including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
14.2. Neither party may benefit from the limitations and exclusions set out in this clause in respect of any liability arising from its deliberate default.
14.3. Nothing in this this 14 shall limit the Client’s payment obligations under this Agreement.
14.4. Nothing in this Agreement shall limit the Client’s liability under 10.4 (IPR indemnities).
14.5. Nothing in this Agreement limits any liability which cannot legally be limited, including but not limited to liability for:
(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation; and
(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
14.6. GetZeN shall vet all third party practitioners by obtaining details of all qualifications, accreditations and professional memberships (if applicable) before such practitioners can add their program of services to the Website. but, Subject to 14.2 (no limitations in respect of deliberate default) and 14.5 (liabilities which cannot legally be limited), GetZeN makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the provision of services by each third party practitioner.
14.7. Subject to 14.2 (no limitations in respect of deliberate default) and 14.5 (liabilities which cannot legally be limited), GetZeN’s total liability to the Client shall not exceed 150% of the total amount of the Charges paid by the Client to GetZeN under this Agreement in the calendar year immediately preceding the year in which the breach giving rise to any such liability.
14.8. Subject to 14.2 (No limitations in respect of deliberate default), 14.3 (No limitation on the Client’s payment obligations), 14.4 (liability under identified clauses) and 14.5 (Liabilities which cannot legally be limited), this 14.8 specifies the types of losses that are excluded:
(a) loss of profits;
(b) loss of sales or business;
(c)loss of agreements or contracts;
(d) loss of anticipated savings;
(e) loss of use or corruption of software, data or information;
(f) loss of or damage to goodwill; and
(g) indirect or consequential loss.
14.9. GetZeN has given commitments as to compliance of the Services with relevant specifications in 5 (GetZeN’s responsibilities). In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from this Agreement.
14.10. Unless the Client notifies GetZeN that it intends to make a claim in respect of an event within the notice period, GetZeN shall have no liability for that event. The notice period for an event shall start on the day on which the Client became, or ought reasonably to have become, aware of the event having occurred and shall expire 24 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
15.1. Without affecting any other right or remedy available to it and subject to the provisions of Clause 2.1, either party may terminate this Agreement with immediate effect by giving written notice to the other party if:
(a) the other party commits a material breach of any term of this Agreement and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;
(b) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 as if the words “it is proved to the satisfaction of the court” did not appear in sections 123(1)(e) or 123(2) of the Insolvency Act 1986;
(c) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with any of its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(d) the other party applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986;
(e) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(f) an application is made to court, or an order is made, for the appointment of an administrator, or a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company, partnership or limited liability partnership);
(g) the holder of a qualifying floating charge over the assets of that other party (being a company or limited liability partnership) has become entitled to appoint or has appointed an administrative receiver;
(h) a person becomes entitled to appoint a receiver over all or any of the assets of the other party or a receiver is appointed over all or any of the assets of the other party;
(i) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party’s assets and such attachment or process is not discharged within 14 days;
(j) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in 15.1(b) to Clause 14.1(i) (inclusive);
(k) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or
(l) the other party’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this Agreement is in jeopardy.
15.2. Without affecting any other right or remedy available to it, GetZeN may terminate this Agreement with immediate effect by giving written notice to the Client if:
(a) the Client fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than 30 days after being notified to make such payment; or
(b) there is a change of Control of the Client.
16. Obligations on termination and survival
16.1. On termination or expiry of this Agreement:
(a) the Client’s and the Employee’s access to the Website shall be terminated but any Sessions which have been booked and paid for in full for a date after termination of this Agreement shall be provided in accordance with the terms of that booking in the case of individual Sessions but any group Sessions shall be cancelled;
(b) the Client shall immediately pay to GetZeN all of GetZeN’s outstanding unpaid invoices and interest and, in respect of the Services supplied but for which no invoice has been submitted, GetZeN may submit an invoice, which shall be payable immediately on receipt; and
(c) GetZeN shall on request return any of the Client Materials not used up in the provision of the Services;
a) On termination or expiry of this Agreement, the following clauses shall continue in force: 1 (Interpretation), 7 (Non-solicitation), 10 (Intellectual property rights), 13 (Confidentiality), 14 (Limitation of liability), 16 (Consequences of termination), 20 (Waiver), 22 (Severance), Clause 28 (Governing law) and 29 (Jurisdiction).
b) Termination or expiry of this Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiry.
17. Force majeure
17.1. Force Majeure Event means any circumstance not within a party’s reasonable control including, without limitation:
a) acts of God, flood, drought, earthquake or other natural disaster;
b) epidemic or pandemic;
c) terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;
(d) nuclear, chemical or biological contamination or sonic boom;
(e) any law or any action taken by a government or public authority, including imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent;
(f) collapse of buildings, fire, explosion or accident; and
(g) any labour or trade dispute, strikes, industrial action or lockouts (other than in each case by the party seeking to rely on this clause, or companies in the same group as that party);
(h) non-performance by suppliers or subcontractors (other than by companies in the same group as the party seeking to rely on this clause); and
(i) interruption or failure of utility service.
17.2. Provided it has complied with 17.4, if a party is prevented, hindered or delayed in or from performing any of its obligations under this Agreement by a Force Majeure Event (Affected Party), the Affected Party shall not be in breach of this Agreement or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.
17.3. The corresponding obligations of the other party will be suspended, and its time for performance of such obligations extended, to the same extent as those of the Affected Party.
17.4. The Affected Party shall:
(a) as soon as reasonably practicable after the start of the Force Majeure Event, notify the other party of the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under the Agreement; and
(b) use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations.
17.5. If the Force Majeure Event prevents, hinders or delays the Affected Party’s performance of its obligations for a continuous period of more than 9 weeks, the party not affected by the Force Majeure Event may terminate this Agreement by giving 6 weeks’ written notice to the Affected Party.
18. Assignment and other dealings
18.1. This Agreement is personal to the Client and the Client shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under this Agreement.
18.2. GetZeN may at any time assign, mortgage, charge, declare a trust over or deal in any other manner with any or all of its rights under this Agreement.
No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
20.1. A waiver of any right or remedy under this Agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
20.2. A failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this Agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.
20.3. A party that waives a right or remedy provided under this Agreement or by law in relation to one party or takes or fails to take any action against that party, does not affect its rights in relation to any other party.
21. Rights and remedies
The rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
22.1. If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement.
22.2. If any provision or part-provision of this Agreement is deemed deleted under 22.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
23. Entire agreement
23.1. This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
23.2. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.
24. No partnership or agency
24.1. Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
24.2. Each party confirms it is acting on its own behalf and not for the benefit of any other person.
25. Third party rights
25.1. This Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
25.2. The rights of the parties to rescind or vary this Agreement are not subject to the consent of any other person.
26.1. Any notice given to a party under or in connection with this Agreement shall be in writing and shall be:
(a) delivered by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
(b) sent by email to the address specified from time to time by such party.
26.2. Any notice shall be deemed to have been received:
(a) if delivered by hand, at the time the notice is left at the proper address;
(b) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or
(c) if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this 26.2(c), business hours means 9.00am to 5.00pm on a Business Day.
26.3. This clause does not apply to the service of any proceedings or any documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
27.1. This Agreement may be executed in any number of counterparts, each of which shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.
27.2. No counterpart shall be effective until each party has executed and delivered at least one counterpart.
28. Governing law
This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.