Zipporah & Northstar Ltd – Terms and Conditions

These Terms and Conditions are the standard terms that apply to the services provided by us, Zipporah & Northstar Ltd, a company registered in England and Wales under number 12441943, whose registered office address is at 10 Bolt Court, 3rd Floor, London, EC4A 3DQ, and if applicable, any collaborating parties (referred to in these Terms and Conditions as “we/us/our”).

1. Definitions and Interpretation

1.1 In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:
“Client/you/your” means the individual, firm or corporate body purchasing the Services. Where an individual is entering into this Contract on behalf of a business, the individual confirms they have the authority to enter into this Contract on behalf of that business and the business will be the Client in the context of the Contract;
“Contract” means the contract formed in accordance with clause 2, which shall consist of the Proposal and these terms and conditions, and be subject to the terms within such;
“Attendee” means any individual attending a session booked by you;
“Proposal” means our Proposal to carry out the Services which, unless otherwise stated, remains open for acceptance for a
period of 30 days and sets out the entire scope of Services to be provided; and
“Services” means the services to be carried out by us as detailed in the Proposal, including workshops, counselling and any
other services we provide;
“Session” means the therapeutic services whether in a group or as a one to one session the subject of the Agreement;
1.2 Unless the context otherwise requires, each reference in these Terms and Conditions to:
1.2.1 “writing” and “written” includes emails;
1.2.2 a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;
1.2.3 “these Terms and Conditions” is a reference to these Terms and Conditions as may be amended or supplemented at the relevant time;
1.2.4 a clause is a reference to a clause of these Terms and Conditions;
1.2.5 a “Party” or the “Parties” refer to the parties to these Terms and Conditions.
1.3 The headings used in these Terms and Conditions are for convenience only and will have no effect on their interpretation.
1.4 Words imparting the singular number include the plural and vice versa. References to persons include corporations.

2. The Contract

2.1 We will send you a written Proposal detailing the Services to be provided and our fees. By accepting our Proposal, agreeing the Services or placing an order with us, you are accepting these Terms and Conditions and a legally binding Contract will be formed.
2.2 No terms or conditions stipulated or referred to by you in any form whatsoever will in any way vary or add to these Terms and Conditions unless we agree otherwise in writing.
2.3 You are responsible for the accuracy of any information submitted to us and for ensuring that our Proposal and the Services to be provided reflect your requirements. Our Proposal is based on the information provided to us at the time we prepare it. If any errors or discrepancies become evident, we reserve the right to make adjustments to it.
2.4 We will use all reasonable endeavours to complete our obligations under the Contract in a timely manner, but time will not be of the essence in the performance of our Services.

3. The Services

3.1 We will allocate a practitioner to you when the Services commence, however, we reserve the right to change the allocated practitioner at any stage during the term of the Contract where necessary. In this event, we will discuss this with you in advance of the next session and, if possible, we shall provide a suitable replacement.
3.2 Unless specifically stated to the contrary in our Proposal, it is your responsibility to provide the venue and facilities required for us to carry out any services. It is also your responsibility to arrange suitable access. For workshops or group bookings the following shall apply:
3.3 If we have agreed to provide workshops to a set number of Attendees, this will be detailed in our Proposal. If you wish to increase the number of Attendees above the maximum number allowed for in our Proposal, we will advise if this will be possible and if so, of any increase in cost and will require written authorisation before continuing.
3.4 If an Attendee is late to the session, we reserve the right to cancel or shorten as appropriate. If an Attendee is late or fails to attend the session for any reason, no refund or reduction in fees will be given.
3.5 You are responsible for the Attendees at all times. Should the behaviour of an Attendee prove disruptive at any stage during the provision of the Services, at our sole discretion, we will be entitled to request the immediate removal of said Attendee from that and any future session. For all therapeutic Sessions the following shall apply:
3.6 It is your responsibility to carry out agreed actions in advance of the next session and to provide us with such information and assistance relating to the Services as we may reasonably require. If you fail to do so, we cannot be held responsible for the quality and/or outcomes of the Services we have provided.
3.7 We cannot make any guarantee in terms of the Services being successful or providing results.
3.8 We make no warranty that any Services provided will be uninterrupted or error-free and we also can’t guarantee that they will meet your requirements; however, our aim is to always offer you the very best service possible.
3.9 We shall agree between ourselves on where the Services shall be provided. This may be a place of our choosing, through an online platform such as Zoom or on the Telephone.
3.10 The Services are not guaranteed to produce results, we cannot be held responsible for the quality and/or outcomes of the Services we have provided.
3.11 If, at any time, we believe that you would benefit from a different form of coaching, therapy or support, we shall let you know and may make recommendations. You are under no obligation to accept these suggestions but if you decide to, you will need to ensure the relevant supplier is suitable for your needs. A separate contractual relationship will be created between you and the supplier, under separate terms and conditions. Following all Services, the following shall apply:
3.12 To ensure we can measure efficiency and maker further recommendations if needed we conduct assessments on the Services received so far. It is your responsibility to comply with those assessments and submit within the time period stipulated.

4. Variations and Amendments

4.1 If you wish to vary the Services to be provided, you must notify us in writing as soon as possible. We will use all reasonable efforts to make any required changes and will make you aware of any additional costs incurred as a result.
4.2 If we have to make any change in the arrangements relating to the provision of the Services, we will notify you immediately. We will endeavour to keep such changes to a minimum and will seek to offer you arrangements as close to the original as is reasonably possible in the circumstances.
4.3 Any agreed variation or amendment will be carried out in accordance with these Terms and Conditions and any price increase necessitated as a result of an agreed variation or amendment will be payable in accordance with the terms for payment below.

5. Client’s Obligations: You agree, where applicable, to:

5.1 provide us with such information and assistance in connection with the Services as we may reasonably require, within sufficient time to enable us to perform the Services in accordance with the Contract;
5.2 not sub-licence our Services to any third party;
5.3 act in accordance with any and all reasonable instructions issued by us in relation to the Services;
5.4 provide at least 48 hours notice if unable to attend any Session, otherwise the Session will be lost;
5.5 attend the arranged Session on time ensuring you are in a quiet location, with minimal distractions, good wi-fi access and be fully focused; any Sessions that are delayed by 15 minutes may be treated as cancelled and lost;
5.6 inform us of any change in your address or contact details;
5.7 complete all tasks, in the order they were designed and on time;
5.8 not upload any illegal or distasteful material in any of the social media platforms;
5.9 always be respectful of other members and ensure confidentiality;
5.10 not promote yourself or use the space to sell your business.
5.11 If you fail to comply with the above obligations, we reserve the right to terminate the Contract and/or charge for costs incurred by us as a result of your failure, at our discretion.

6. Fees and Payment

6.1 All payments must be made in full, in pounds sterling, 30 days after the date of invoice, without set-off, withholding or deduction.
6.2 We reserve the right to ask for a deposit and this will be stipulated in our Proposal.
6.3 All sums quoted include VAT where applicable.
6.4 We shall charge for reasonable travelling time and travel expenses, any incidental expenses for materials used and for third party goods and services supplied in connection with the provision of the Services.
6.5 You also agree to pay for any additional services provided by us at your request that are not specified in the Proposal. These additional services will be charged in accordance with our current rate in effect at the time of performance, or such other rate as may be agreed.
6.6 The time for payment is of the essence of the Contract. If you fail to make any payment to us by the due date then, without prejudice to any right which we may have in accordance with any statutory provision or law in force, we will have the right to suspend the Services and charge you interest on a daily basis at the rate of 8% per annum above The Bank of England base rate from time to time, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. Such interest will accrue after as well as before any judgment.

7. Rescheduling and Cancellation

7.1 Once the Contract is formed, you will no longer be entitled to cancel the Services except in accordance with clause 7, and payment will remain due for all Services outlined in the accepted Proposal.
7.2 If you wish to cancel or reschedule an individual session with us, we will be entitled to charge for:
7.2.1 100% of our fees if the cancellation takes place within 7 days of the session date;
7.2.2 75% of our fees if the cancellation takes place more than 7 but fewer than 14 days before the session date;
7.2.3 50% of our fees if the cancellation takes place more than 14 but fewer than 30 days before the session date.
7.3 We will only accommodate an individual session being rescheduled on one occasion. Further rescheduling will be chargeable in full.
7.4 If you cancel or reschedule, we will also charge for any costs incurred by us, such as expenses.
7.5 If, due to unforeseen circumstances, we have to reschedule or cancel a session, we will contact you as soon as possible to minimise disruption and will endeavour to book another session for you as soon as reasonably possible.
7.6 If you are a Consumer (as defined in the Consumer Rights Act 2015) and you have arranged our Services away from our premises (for example, by email or telephone), you have a statutory right to a “cooling off” period. This period begins once the Contract between you and us is formed and ends at the end of 14 calendar days after that date. If you wish to cancel the Contract within the cooling off period, you should inform us immediately by email. To meet the cancellation deadline, it is sufficient for you to send your cancellation notice before the cooling off period has expired. If you do so, we will refund any sums paid to us under the Contract within 14 days, using the same method you used to make payment, unless you request otherwise.
7.7 If you wish for our Services to start within the cooling off period, you must make an express request for us to do so. You acknowledge and agree that if you do so, you will lose your right to cancel if our Services are completed within the 14 day cooling off period. If we have begun providing our Services, you will be required to pay for the Services we have provided up to the point at which you inform us of your wish to cancel.
7.8 We will be entitled to cancel your order at any time after you have accepted our Proposal. In this event, we will refund any payments made to us in advance within 28 days, minus the cost of any Bespoke Items or Services provided up to the date of cancellation.

8. Termination

8.1 Either Party has the right to terminate the Services immediately if the other Party:
8.1.1 has committed a material breach of this Contract, unless such breach is capable of remedy, in which case the right to terminate immediately will be exercisable if the other Party has failed to remedy the breach within 14 days after a written notice to do so; or
8.1.2 goes into bankruptcy or liquidation either voluntary or compulsory (save for the purposes of bona fide corporate reconstruction or amalgamation) or if a receiver is appointed in respect of the whole or any part of its assets.
8.2 In the event of termination, all payments required will become immediately due and payable.
8.3 Any and all obligations of the Parties which either expressly or by their nature continue beyond the termination, cancellation or expiration of this Contract will survive termination under this clause 7 on a pro-rata basis.
8.4 In the event that you wish to terminate this Contract, a minimum of 7 days’ notice must be provided.

9. Confidentiality

9. Confidentiality: Each Party undertakes that throughout the duration of the Contract, the Parties may disclose certain confidential information to each other. Both parties agree that they will not use the confidential information provided by the other, other than to perform their obligations under this Contract. Each Party will maintain the confidentiality of information and will not disseminate it to any third party, unless so authorised by the other Party in writing.

10. Copyright

10.1 We reserve all copyright and any other rights (if any) which may subsist in, or in connection with, the provision of the Services. We reserve the right to take such actions as may be appropriate to restrain or prevent infringement of such copyright.
10.2 Any advice, videos or documentation we provide is strictly for your use. Under no circumstances may this be used, reproduced, lent, sold or otherwise circulated without our express written consent.
10.3 You warrant that any document or instruction furnished or given by you will not cause us to infringe any letter patent, registered design or trade mark in the execution of our Services and you agree to indemnify us against all loss, damages, costs and expenses awarded against or incurred by us in settlement of any claim for infringement of any intellectual property rights which results from our use of your information.

11. Assignment and Sub-Contracting

11.1 We may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of our rights or obligations under this Contract, without your prior consent.

12. Liability and Indemnity

12.1 Nothing in these Terms and Conditions excludes or seeks to exclude our liability for death or personal injury caused by our negligence, or for fraud or fraudulent misrepresentation.
12.2 Except as provided in clause 11.1 above, we will not be liable for any indirect, special or consequential loss, damage, costs, expenses or other claims in connection with the performance of our obligations under the Contract. All warranties or conditions whether express or implied by law are expressly excluded, to the maximum extent permitted by law.
12.3 In the event of a breach by us of our express obligations under the Contract, your remedies will be limited to damages, which in any event, will not exceed the total fees paid by you under the Contract.
12.4 We will provide, to the best of our knowledge, advice, guidance and best practice based on the information provided by you. However, we cannot accept responsibility for any actions taken as a result of our advice or recommendations. Further, we cannot be held liable for any consequences should our professional advice not be taken.
12.5 Should the professional advice given by us not be followed, then we cannot accept responsibility if no progress is made by the Attendee.

13. Restrictive Covenants

13. Restrictive Covenants: You will not during the term of the Contract and for a period of 12 months after its termination, employ, engage or appoint an employee, agent, director, sub-contractor or independent contractor of ours.

14. Force Majeure

14. Force Majeure: Neither Party shall be liable for any failure or delay in performing their obligations under the Contract where such failure or delay results from any cause that is beyond the  reasonable control of that Party. Such causes include, but are not limited to: power failure, Internet Service Provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes,
acts of terrorism or war, governmental action or any other event that is beyond the control of the Party in question.

15. Data Protection

15.1 Both parties agree to comply with all applicable data protection legislation including, but not limited to, the Data Protection Act 2018 and any subsequent amendments to it.
15.2 If you provide us with the personal data of any other person, you warrant that you have obtained the permission of that other person to pass their data to us. We will only collect, store and process it in order to provide the Services under the Contract and will not use it in any other manner without consent.
15.3 Please refer to our full privacy policy on our website for more information.

16. Waiver

16. Waiver: No failure or delay by either party in exercising their rights under this agreement will be deemed a surrender of their rights under this agreement and no waiver of a breach of this agreement shall be deemed to be a waiver of any further breach of the same or any other clause.

17. Severance

17. Severance: The Parties agree that, in the event that one or more of the provisions of these Terms and Conditions are found to be unlawful, invalid or otherwise unenforceable, those provisions will be deemed severed from the remainder of these Terms and Conditions (and the Contract, as appropriate). The remainder of these Terms and Conditions will be valid and enforceable.

18. Notices:

Notices will be deemed to have been received and properly served 24 hours after an email is sent. In proving the service of any notice, it will be sufficient to prove that it was sent to the specified email address of the addressee.

19. Law and Jurisdiction

19.1 These Terms and Conditions and the relationship between you and us (whether contractual or otherwise) will be governed by, and construed in accordance with, the laws of England and Wales.
19.2 Any dispute, controversy, proceedings or claim between you and us relating to the Contract or these Terms and Conditions (whether contractual or otherwise) will be subject to the jurisdiction of the courts of England and Wales.