Terms & Conditions
BACKGROUND
These Standard Terms & Conditions, together with any documents referred to therein, set out the terms under which You can purchase a membership subscription to Our Club Zen Corporate Wellness Programme. You will be required to read and accept these Standard Terms & Conditions when purchasing Your membership subscription to the Club Zen Corporate Wellness Programme. If You do not agree to be bound by the Standard Terms & Conditions, You will not be able to purchase a subscription.
1. Definitions and Interpretation
In these Standard Terms & Conditions, unless the context otherwise requires, the following expressions have the following meanings:
“Agreement” means the contract between You and Us, pursuant to which You have agreed to purchase a membership subscription to the Club Zen Corporate Wellness Programme on the terms set out in these Standard Terms & Conditions;
“Commencement Date” means the commencement date set out in the Agreement;
“Corporate Account Holder” means the individual employed by You and named in the Agreement who has administrative rights in relation to the Membership Subscription;
“Data Protection Legislation” means all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR; the Data Protection Act 2018 (DPA 2018) (and regulations made thereunder); the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended 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;
“Intellectual Property Rights” means:
(a) any and all rights in any patents, trademarks, service marks, registered designs, applications (and rights to apply for any of those rights), trade, business and company names, internet domain names and e-mail addresses, unregistered trademarks and service marks, copyrights, database rights, know-how, rights in designs and inventions;
(b) rights under licences, consents, orders, statutes or otherwise in relation to a right in paragraph (a);
(c) rights of the same or similar effect or nature as or to those in paragraphs (a) and (b) which now or in the future may subsist; and
(d) the right to sue for past infringements of any of the foregoing rights;
“Fee” means the fees payable for the Membership Subscription as set out in the Agreement;
“Membership Subscription” means Your corporate subscription to the Club Zen Corporate Wellness Programme;
“Platform” means the Zoom online platform through which We shall provide the Live Sessions, or such other online platform as We may use from time to time;
“Programme” means the Club Zen Corporate Wellness Programme provided by Us or on Our behalf, as further described in the Agreement;
“Programme Materials” means any and all materials, including (but not limited to) Live Sessions delivered by Us or on Our behalf, audio or video recordings contained in the online content library and any other materials produced by Us in connection with the Programme;
“Live Session” means the weekly live wellness sessions at the times and on the days referred to in the Agreement to which You have access through Your corporate subscription;
“Us” or “We” means Alex Kyriakidis, trading as Tula Corporate Therapies, of 17A Park East, London, E3 2UT
“You” means the company, partnership or other body corporate to whom We shall provide the Programme under the Agreement.
2. How the Agreement is formed
2.1 Under the Agreement, You and We have agreed that We will provide the Programme to You on the terms set out in these Standard Terms & Conditions.
2.2 The Agreement shall come into force on the Commencement Date and shall continue for the Term unless terminated in accordance with the ‘Term and Termination’ section of the Agreement.
3. The Programme
3.1 The Programme shall consist of:
3.1.1 a weekly 20-minute Live Session focusing on various aspects of wellness at the same time and on the same day each week, as set out in the Agreement;
3.1.2 access to an online content library containing audio and video recordings relating to wellness.
3.2 The Membership Subscription entitles the agreed number of Your employees set out in the Agreement to access content library and the Live Sessions.
3.3 In addition to the Services set out in Clause 3.1, We shall send a feedback survey link each month to the Corporate Account Holder to circulate to all employees. We shall then collate the feedback and provide a monthly feedback report to the Corporate Account Holder
3.4 In providing the Programme to You, We shall be acting as an independent provider. Nothing in these Standard Terms & Conditions shall be deemed to create any:
3.4.1 partnership, joint venture or agency between You and Us;
3.4.2 employment relationship between You and any of Our staff; or
3.4.3 other fiduciary relationship between You and Us,
other than the contractual relationship expressly provided for in these Standard Terms & Conditions.
3.5 The Programme provided by Us (and any persons engaged by Us to provide the Programme on Our behalf) under the Agreement will at all times be under Our exclusive supervision, direction and control.
3.6 We shall be solely responsible for organising when and how the Programme is provided under the Agreement.
3.7 We shall make all reasonable efforts to ensure that the general description of the Programme which appears on Our Site and in the Agreement corresponds to the actual Programme that will be provided to You. However, You understand that wellness is a dynamic and developing practice, and that accordingly We reserve the right to update and / or change the precise nature and contents of the Programme from time to time, at Our sole discretion.
3.8 We expect You to satisfy Yourself that the Programme will meet Your employees’ needs. We do not make any guarantee that Your employees or Your business will obtain a particular result from participating in the Programme.
4. Live Sessions
4.1 The Live Sessions shall be delivered online via the Platform, and will be provided by Us (or persons engaged by Us) weekly during Your Membership Subscription.
4.2 You:
4.2.1 understand We will not record the Live Sessions for later access by Your employees, and that any request from You for Us to record the Live Sessions and make the recording available to Your employees will be subject to an additional fee, such fee to be agreed by You and Us in writing, in advance;
4.2.2 understand that if Your employees do not attend a Live Session on time, they may not be given access to that session;
4.2.3 understand and agree that all Intellectual Property Rights in those Live Session recordings shall remain with Us;
4.2.4 understand that Your employees ‘ microphones will be muted during the Live Sessions and that We are unable to take questions during the Live Sessions to allow Us to make maximum use of the time available;
4.2.5 undertake to communicate the information referred to in Clause 4.2.1 – 4.2.4 to Your employees.
4.3 The Live Sessions referred to in Clause 4.1 will take place on a fixed day and time, as agreed with You and set out in the Agreement. Any changes requested by You to the agreed fixed day and time must be agreed by You and Us in advance, in writing.
4.4 We may, in certain circumstances, need to change the fixed day and time for the Live Sessions (for example due to the availability of personnel). If We need to change the fixed date and time slot in accordance with this Clause 4.4, We shall notify you in advance in writing.
4.5 If You or We terminate Your Membership Subscription in accordance with Clause 9 or 10 of these Standard Terms & Conditions, Your access through the Platform to the Live Sessions, to the audio and video recordings in the content library and to any other Programme Materials shall cease.
5. Our obligations
5.1 In providing the Programme to You, We shall act at all times with reasonable skill and care, consistent with prevailing standards in the corporate wellness industry in the United Kingdom.
5.2 We shall ensure that any persons engaged by Us to provide the Programme to You have the requisite skills and experience to provide the Programme.
5.3 Our obligations to You under this Agreement are limited to providing the Programme described in the Agreement and in Clause 3.1.
5.4 We will make every reasonable effort to provide the Programme in a timely manner. In certain circumstances, including (but not limited to) where We encounter a technical issue, or there are interruptions in service on the Platform, We may need to postpone the delivery of a Live Session. We shall use all reasonable endeavours to resolve any such issues. However, We shall not be liable for any delay in the provision of the Live Sessions due to technical issues which are outside Our control or to any Event Outside Out Control as described in Clause 13.
5.5 Some of the Live Sessions provided by Us may include stretching and other gentle physical activity. If Your employees choose to participate in this physical activity, they should ensure beforehand that they are in good physical health. If they are in any doubt as regards their ability to participate in this physical activity due to their physical health or injury concerns, they should consult a doctor.
6. Your obligations
6.1 You appoint the Corporate Account Holder named in the Agreement, who shall exercise Your administrative rights in relation to the Agreement and be responsible for the performance of Your obligations thereunder, including (but not limited to):
6.1.1 publicising the Programme internally to Your employees;
6.1.2 circulating the relevant URLs provided by Us to enable Your employees to access the Live Sessions and content library;
6.1.3 ensuring the Programme Fee is paid in accordance with the Agreement and Clause 7;
6.1.4 giving any notices provided for in the Agreement;
6.1.5 ensuring that Your employees comply with the terms of this Clause 6.
6.2 You shall advise Your employees that under no circumstances are they permitted to forward or share the link to a Live Session or to the content library outside Your organisation. If You believe that links to the Live Sessions or content library are being forwarded or shared outside Your organisation in this way, You must advise Us immediately at hello@tulatherapies.com
6.3 You understand and acknowledge the importance of Our Intellectual Property Rights to Our business, and warrant and undertake to comply at all times with Your obligations in relation to Our Intellectual Property Rights as set out in Clause 8 below.
6.4 When communicating in any way using the Platform, Your employees must not communicate or otherwise do anything that:
6.4.1 is obscene, deliberately offensive, hateful or otherwise inflammatory;
6.4.2 promotes or assists in any form of unlawful activity;
6.4.3 discriminates against, or is in any way defamatory of, any person, group or class of persons, race, gender, marriage or civil partnership, pregnancy or maternity, religion or belief, nationality, disability, gender reassignment, sexual orientation or age;
6.4.4 is intended or otherwise likely to threaten, harass, annoy, alarm, inconvenience, upset, or embarrass another person;
6.4.5 is calculated or is otherwise likely to deceive;
6.4.6 is intended or otherwise likely to infringe (or threaten to infringe) another person’s right to privacy or otherwise uses their personal data in a way that Your employees do not have a right to;
6.4.7 infringes, or assists in the infringement of, the intellectual property rights (including, but not limited to, copyright, patents, trademarks and database rights) of any other party;
6.4.8 is in breach of any legal duty owed to a third party including, but not limited to, contractual duties and duties of confidence; and/ or
6.4.9 otherwise infringes the Terms of Use of the Platform.
6.5 We reserve the right to suspend or terminate Your Membership Subscription and Your employees’ access to the Programme if You or Your employees materially breach the provisions of this Clause 6 or any of the other provisions of these Standard Terms & Conditions.
7. Programme Fee
7.1 In consideration for Us providing the Membership Subscription to You under the Agreement, You agree to pay the Fees specified in the Agreement in accordance with the terms of the Agreement and this Clause 7.
7.2 Subject to Clause 7.6 below, the Fees for the Programme shall be the Fees set out in the Agreement.
7.3 The Fee shall be invoiced monthly in advance.
7.4 You shall be responsible for all costs You incur in connection with Your employees’ access to the Programme via the Platform.
7.5 If the Fee is not paid in accordance with the Agreement and this Clause 7, We reserve the right to:
7.5.1 charge interest on any overdue sum at the rate of 4% per annum above the base rate of the Bank of England from time to time. Interest under this Clause 7.5.1 will accrue from the due date for payment until the actual date of payment of the overdue sum; and/ or
7.5.2 suspend Your access and the access of Your employees to the Live Sessions and the content library until payment of all outstanding Fees (together with any interest charged under Clause 7.5.1 above) is made in full.
7.6 We reserve the right to revise the monthly Fee from time to time. We will advise You in advance of any changes in the monthly Fee. You will have the right to cancel Your Membership Subscription if You do not wish to pay the revised monthly Fee, in accordance with Clause 9.
8. Intellectual property
8.1 All Intellectual Property Rights subsisting in the Programme Materials shall at all times remain Our exclusive property (or the property of Our licensors, as appropriate). Nothing in the Agreement or these Standard Terms & Conditions shall vest in You (or Your employees) any rights in the Live Sessions, any audio or video recordings in the content library, any other Programme Materials or any other material provided by or belonging to Us (or Our licensors, as appropriate).
8.2 When We provide You and/ or Your employees with access to the Live Sessions, the audio or video recordings in the content library and any other Programme Materials through the Platform, We will grant You and Your employees a limited, revocable, non-exclusive, non-transferable, non-sublicensable licence to access and use the said materials for Your (and their) own use. The licence granted to You does not give You and/ or Your employees any rights in the said materials (including any materials that We may licence from third parties).
8.3 You shall not, and You shall ensure that Your employees shall not, for the term of the Agreement and after its termination:
8.3.1 copy, download, record, reproduce, modify, rent, sell, publish, republish, sub-licence, post, broadcast, distribute, share or otherwise transmit the Live Sessions, audio or video recordings in the content library and any other Programme Materials (or any part of them) or make the said materials (or any part of them) available to any other person; or
8.3.2 use the content of the Live Sessions, audio or video recordings in the content library and any other Programme Materials in the provision of any other course or training
9. Your right to terminate the Agreement
9.1 You may terminate the Agreement at any time after the expiry of the Initial period set out in the Agreement, by giving 30 days’ notice in writing to Us at hello@tulatherapies.com.
9.2 You may cancel the Agreement immediately if We have committed a material breach of the Agreement, You have given Us written notice of that breach, and We have failed to remedy the said breach within fourteen (14) days of Your notice.
10. Our right to terminate the Agreement
10.1 We may terminate the Agreement at any time after the expiry of the Initial period set out in the Agreement, by giving 30 days’ notice in writing to You, to the email address for notices set out in the Agreement.
10.2 We shall have the right to terminate the Agreement immediately if You and/ or Your employees breach any of the terms set out in these Standard Terms & Conditions or any other term of the Agreement including, but not limited to:
10.2.1 the obligations as set out in Clause 6;
10.2.2 Your obligation to pay the Fee in full and on time, in accordance with Clause 7; or
10.2.3 the obligations in respect of Our Intellectual Property (Clause 8).
10.3 We shall have the right to terminate the Agreement if an Event Outside Our Control occurs that continues for more than 60 days, or if We are unable to provide or continue to provide the Programme (or part of it) due to the non-availability of the necessary personnel and/ or materials.
10.4 If We terminate the Agreement under this Clause 10, You shall not be entitled to any refund of the Fee paid by You as at the date of termination (in whole or in part).
11. Effects of cancellation or termination
11.1 Upon cancellation or termination of the Agreement under Clauses 9 or 10, for any reason:
11.1.1 any outstanding Fee due from You to Us in accordance with the Agreement or these Standard Terms & Conditions shall become immediately due and payable;
11.1.2 the licence granted to You by Us under Clause 8.2 shall terminate immediately;
11.1.3 You and Your employees will cease to have access to the Live Sessions, the audio and video recordings in the content library and any other Programme Materials through the Platform;
11.1.4 all clauses of the Agreement which, either expressly or by their nature, relate to the period after the expiry or termination of the Agreement shall remain in full force and effect;
11.1.5 termination or cancellation shall not affect any remedy which the terminating party may have in respect of the event giving rise to the termination or cancellation or in respect of any breach of the Agreement which existed at or before the date of termination; and
11.1.6 subject as provided in this Clause 11, and except in respect of any accrued rights, neither party shall be under any further obligation to the other.
12. Our liability
12.1 We make reasonable efforts to ensure that all information communicated in the Live Sessions and any Programme Materials is accurate and up-to-date at the time they are broadcast on the Platform. We do not, however, make any representations, warranties or guarantees in this regard.
12.2 We shall not be liable to You for any loss of profit, loss of business, interruption to business, loss of business opportunity or any other indirect, special or consequential loss or damages.
12.3 By participating in the gentle physical exercises which may be offered as part of the Live Sessions and/ or in the audio and video recordings contained in the content library, Your employees are taking part voluntarily at their own risk. We will not be held responsible or liable for any injury or harm Your employees may sustain as a result of choosing to take part. You agree to release and discharge Us from any and all claims or causes of action related to Your employees’ participation in any such physical activity.
12.4 The persons engaged by Us to provide the Programme are appropriately qualified wellness practitioners, however their advice does not include any medical advice and is not a substitute for advice provided by a medical professional.
12.5 Our total liability to You in respect of any claims arising out of or in connection with the Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed the total Fee paid by You to Us under the Agreement.
12.6 Nothing in the Agreement or in these Standard Terms & Conditions seeks to exclude or limit Our liability for death or personal injury caused by Our negligence, or for fraud or fraudulent misrepresentation.
13. Events outside Our control
We shall not be liable for any failure or delay in performing Our obligations under the Agreement where that failure or delay arises from a cause or event that is beyond Our control. Such causes or events may include, but are not limited to: power failure, internet service provider failure, service interruptions on the Platform, industrial action by third parties, civil unrest, fire, explosion, flood, storms, earthquakes, subsidence, acts of terrorism, acts of war, governmental action, epidemic, pandemic or other natural disaster or any other event that is beyond Our reasonable control.
14. Data protection
14.1 All personal information that We may use will be collected, processed, and held in accordance with the Data Protection Legislation.
14.2 For complete details of Our collection, processing, storage, and retention of personal data including, but not limited to, the purpose(s) for which personal data is used, the legal basis or bases for using it, details of data subjects’ rights and how to exercise them, and personal data sharing (where applicable), please refer to Our Privacy Policy on Our Site.
15. Contacting Us
If You wish to contact Us about any aspect of Our service, or to serve any notice under the Agreement, You may do so by email at hello@tulatherapies.com.
16. No Waiver
No failure or delay by Us in exercising any of Our rights under the Agreement shall be deemed to be a waiver of that right, and no waiver by Us of a breach of any provision of the Agreement shall be deemed to be a waiver of any subsequent breach of the same or any other provision.
17. Assignment, Sub-Contracting and Third Party Rights
17.1 We may transfer (assign) Our rights under the Agreement to a third party (this may happen, for example, if We sell Our business). If this occurs, You will be informed by Us in writing.
17.2 You may not transfer (assign) Your obligations and rights under the Agreement without Our express written permission.
17.3 We shall be entitled to perform any of Our obligations under the Agreement through suitably qualified and skilled sub-contractors.
17.4 The Agreement is between You and Us. No part of the Agreement is intended to benefit or confer rights on any other person, and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to the Agreement.
17.5 Subject to the above provisions of this Clause 17, the Agreement shall continue and be binding on Your and / or Our transferee, successors and assigns, as required.
18. Severance
In the event that one or more of the provisions of the Agreement is found to be unlawful, invalid or otherwise unenforceable, that / those provision(s) shall be deemed severed from the remainder of the Agreement. The remainder of the Agreement shall be valid and enforceable.
19. Amendments to these Standard Terms & Conditions
We may revise these Standard Terms & Conditions from time to time. If We make changes to these Standard Terms & Conditions which will materially affect Your rights or obligations under the Agreement, We will give You written notice of the changes before they take effect. If You wish to cancel the Agreement as a result of those changes, You should refer to Clause 9 of these Standard Terms & Conditions.
20. Dispute resolution
20.1 Any dispute, controversy or claim arising out of or in connection with the Agreement shall be governed by, and construed in accordance with the law of England & Wales.
20.2 Any dispute, controversy or claim arising out of or in connection with the Agreement shall be subject to the exclusive jurisdiction of the courts of England & Wales.