• Scope – these Terms & Conditions (“the Terms”) shall apply to all quotations and offers made by Mariposa Languages Ltd of 23a The Precinct, London Road, Waterlooville, Hampshire, England, PO7 7DT registration 11599945 (“MPL”) and any purchase orders accepted by MPL. The Terms shall apply to all sales made by MPL with any person (“the Client”) placing an order with MPL. 

• The Contract – by placing an order with MPL, either directly or via their website  www.mariposalanguages.com the Client is offering to purchase Services from MPL on the basis of these Terms. The contract shall only be formed when MPL acknowledges acceptance of the order in writing or upon the commencement of delivery of the Services whichever occurs first. No pricing made available by MPL prior to such events shall constitute an offer capable of acceptance and MPL expressly reserves the right to amend its prices at any time. Any images, drawings or descriptions made available by MPL in any form or via any medium whatsoever are produced for guidance only and do not constitute part of an offer or part of the contract unless expressly agreed in writing. The Client is responsible for checking that the terms and details of any order are correct and accurate.  

• Contract Variations – 

1. 1. 1. MPL reserves the right to vary or alter the specifications of its Services at any time and without notice unless otherwise agreed in writing with the Client.
      2. Any contract variation by the Client must be submitted in writing to MPL for assessment as to impact on price and delivery. Such variation will not have contractual legal effect until agreed in writing by both parties. 

• “Services” – Services governed by these Terms means any language Services delivered by or on behalf of MPL as listed on the order form and may include:

1. 1. 1. Standard Services – these are part of MPL’s standard range of language Services (“the MPL Programme”) which are available for purchase by all Clients and are publicised as being for general sale in company marketing documents and/or on the company website;
      2. Bespoke Services – these are non-standard language Services designed and produced by MPL to the explicit instructions and requirements of the Client and which will be priced accordingly; 

• Service delivery –

1. MPL’s language services will be delivered by a tutor who may be an employee of MPL or a self-employed contractor under contract to MPL;
2. MPL’s language services will be delivered at a location that is mutually convenient for both the tutor and the Client. This may be at one of our own offices, the Client’s house, online or a private-public place for individual Clients. For group lessons, it will either be online or at an appropriate 3rd party venue.
3. Tutors will undergo an enhanced DBS check from MPL. All necessary pre-employment checks (references, work visa, health forms) will be carried out in advance. All tutors will follow Mariposa Languages lesson plans. 
4. Tutors will always follow the MPL programme and share materials with children or families. We can plan digital lessons with screens, but physical material will always be part of our programme. 
5. Tutors will be well presented at the Client’s home or the agreed-upon venue. Our tutors are forbidden to smoke or drink in the presence of a minor and must not be clearly under the influence of alcohol or drugs when they arrive;
6. Tutors will arrive at least 5 minutes in advance to set up and organise their space. The class will start as soon as they are prepared. If the Client/Student is not ready, the tutors time will start anyway.
7. Tutors will write a monthly report about the student’s performance. MPL will reassure the Client and follow up with a Client care call/email to confirm the Client is feeling comfortable with the tutor’s performance and family goals.

• Pricing – 

• All pricing quoted is exclusive of VAT and any other applicable taxes or duties which will be charged at the prevailing rate where applicable.

• Unless otherwise agreed in writing all pricing is exclusive of any delivery charges that were unforeseen at contract negotiation and formation but includes the cost of travel to and from the Clients site/location.

• Delivery – 

• Although MPL shall try in all good faith to meet Services delivery dates they are not guaranteed but are estimates based upon the information available to MPL at the time of order confirmation. Under no circumstances shall MPL be liable for any damages or losses whatsoever arising from any delay in delivery, even if caused by MPL’s negligence, unless there is specific written agreement between MPL and the Client. Liability of MPL shall be limited at MPL’s sole discretion to;

• Delivering the Services within a reasonable time; 

1. 1. 1. 1. Refunding the pro-rata price based on the quantity of any Services that are undelivered.
      2. Delivery shall be made by MPL to the delivery location specified by the Client and shall require the Client to have a responsible person at that location to accept and sign for the Services. If there is no such person available at the specified delivery location then the Client consents to MPL refusing to perform the Services at that location.
      3. If the Client fails to take delivery of the Services, delivery fails because of inaccurate delivery location information provided by the Client or any other reason due to the negligence or fault of the Client then MPL can, at its sole discretion and without limitation to any other rights and remedies:
         1. Charge the Client for any costs associated with the Services delivery failure together with a £50 administration fee. 
         2. Invoice at full value for any Bespoke Services
         3. Invoice at full value for any Sourced or Client Nominated Sourced Services within 15 days of the failed delivery where such Services incur any charges from the original supplier.

• Delivery in Instalments – if the Services are delivered in instalments then each delivery shall constitute a separate contract. Any failure by MPL to deliver any one or more instalment in accordance with these Terms shall not entitle the Client to repudiate the entire contract.

• Rescheduling or cancellation—If you need to reschedule or cancel the agreed-upon sessions, please communicate this to [email protected] within 24 hours in advance. If not, the session will be charged as complete. Please consider that tutors will be paid for the previous job of preparing the class. 

• Payment –  

• MPL will charge a term in advance to all Clients. 

1. 1. 1. MPL will grant credit at its absolute discretion and reserves all rights to refuse credit to the extent of applicable law.

• Time for payment shall be of the essence.

1. 1. 1. Failure to pay any overdue invoices or charges shall entitle MPL to suspend any unexecuted or future work without further notice and at their sole discretion.
      2. If failure to pay is due to any cheques, standing orders or directs debits in the Client’s name being dishonoured then this will invoke clause 10(iv) together with a further charge of £80 to cover bank and administrative costs. 

• Health and Safety including Safeguarding – MPL shall ensure that any employees, associates, tutors or anyone else for whom they are vicariously liable shall at all times comply with any existing health and safety requirements on either party’s premises and will at all times conduct themselves in a way that is in accordance with safe working practices whilst performing their duties under any contract governed by these Terms.

• Intellectual Property – 

All rights, title and interest in all Background Intellectual Property used during the performance of this Agreement and any Foreground Intellectual Property created by MPL during the performance of this Agreement is and shall remain the property of MPL. Unless confirmed in writing and signed by an authorised representative of MPL nothing in the terms of this agreement shall vest any ownership rights in the Client;

• Limitation of liability – MPL limits its liability to the maximum extent permitted by applicable law and we expressly exclude:

1. 1. All representations, warranties and conditions relating to the supply of the Products/Services and the use of them including, without limitation, any warranties implied by law in respect of satisfactory quality or fitness for purpose.
   2. Any liability for any direct, indirect or consequential loss or damage incurred by you in connection with use of the Products/Services. This includes, but is not limited to, liability in respect of the Client and/or any 3rd party for: Loss of income or revenue; Loss of profits; Loss of business; Loss of data; Loss of goodwill; Loss of opportunity; Any indirect, consequential or special loss or damage; Wasted management or staff time; 

Nothing in this disclaimer will:

1. Limit or exclude your or our liability for death or personal injury resulting from negligence;
2. Limit or exclude your or our liability for fraud or fraudulent misrepresentation;
3. Limit any of our liabilities in any way that is not permitted under applicable law;
4. Exclude any of our liabilities that may not be excluded under applicable law.

Subject to the preceding provisions the limitations and exclusions of liability govern all liabilities arising from the supply of the Products and/or Services under contracts governed by these Terms including all liabilities arising in contract, tort (including negligence) and for breach of statutory duty.

• Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013

1. 1. 1. If the Client is a consumer and if MPL has agreed your requirements at a face-to-face meeting away from our premises and the Client has either confirmed the contract at that meeting or immediately after that meeting or has purchased services from MPL via an organised distance selling operation then the above Regulations may apply. 
      2. Right to cancel: If these Regulations apply, the Client has the right to cancel the order within 14 days of MPL receiving the confirmation of order. In order to do so the Client must cancel the agreement in writing or by fax or email to MPL. In the case of contracts for service MPL cannot start to supply the service until the 14 days cancellation period has expired unless we receive a request in writing from the Client to start the service within the 14-day cancellation period. PLEASE NOTE: In requesting an early start to the service the Client understands that they may forfeit some or all of their rights to cancel as provided for in the Regulations and that they may be liable for some or all of the costs of service provided.
      3. MPL shall carry out the agreed services as efficiently as possible, but the nature of the services may mean that we are unlikely to be able to perform the contract within the maximum period of 30 days laid down by the Regulations. PLEASE NOTE: By accepting these terms of business, the Client is agreeing that MPL need not perform the contract within a maximum of 30 days.

• Data Protection – MPL aim to comply with the General Data Protection Regulation 2016 (GDPR) and the Data Protection Act 2018 in all respects including in the spirit of the need to treat the Client’s personal data with respect and to keep it safe. MPL will only collect and use Client personal data in the ways that are described in MPL’s Privacy Notice which is available on the website www.mariposalanguages.com  and in a way that is consistent with our obligations and the Client’s rights under the law.

• Waiver – no waiver, by either party, whether implied or express, of any particular provision of these Terms, or of any breach or default of either party, shall constitute either a continuing waiver of such provisions or a waiver of any other provisions of the Terms.

• Termination of Contract – 

• Cancellation by Client – any contract governed by these Terms may not be cancelled by the Client without the MPL’s prior written consent. Upon giving consent MPL reserves the right to charge a cancellation fee relating to Services that are the subject of the contract in order to cover liquidated losses by MPL arising from the cancellation.

• Cancellation by MPL – MPL can terminate any contract governed by these Terms immediately upon written notice to the Client and suspend any further activities if the Client fails to perform any of its obligations within the contract.

• Force Majeure – MPL shall not be liable for delay in performing or for failure to perform its obligations if the delay or failure results from any of the following: Acts of God; Outbreak of hostilities, riot, civil disturbance, acts of terrorism; The act of any government or authority (including refusal or revocation of any licence or consent); Fire, explosion, flood, fog or bad weather; Power failure, failure of telecommunications lines, failure or breakdown of plant, machinery or vehicles; Default of suppliers or sub-contractors; Theft, malicious damage, strike, lock-out or industrial action of any kind; Any cause or circumstance whatsoever beyond MPL’s reasonable control

• Notice – Any notice or communication served during the performance of this agreement shall be sent by hand or by recorded delivery first class post to the following address: Mariposa Languages Ltd – 23a The Precinct, London Road, Waterlooville, Hampshire, England, PO7 7DT.

• Severability – The provisions of this document are severable and if any part thereof is held to be invalid or unenforceable by any court then it will not affect the validity or enforceability of any of the remaining provisions. If any unlawful and/or unenforceable clause would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the clause will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant clause will be deemed to be deleted).

• Governing Law – Any differences arising between MPL and the Client concerning this Agreement or the rights and liabilities within it shall be governed by and interpreted, in all respects, in accordance with the Laws of England. The parties hereby submit to the exclusive jurisdiction of the English Courts.

• Third Party Rights – a person who is not a party to any contract governed by these Terms (a 3rd Party) shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of these Terms.

• Dispute Resolution – The parties shall attempt to resolve any dispute arising out of or relating to this contract through negotiations between representatives of the parties, who have authority to settle such disputes. If the matter is not resolved by negotiation within 30 days of receipt of a written ‘invitation to negotiate’, the parties will attempt to resolve the dispute in good faith through an agreed Alternative Dispute Resolution (ADR) procedure. 

If the matter has not been resolved by an ADR procedure within 60 days of the initiation of that procedure, or if any party will not participate in an ADR procedure, the dispute may be referred to arbitration by any party. Nothing in this clause shall be construed as prohibiting a party or its affiliate from applying to a court for interim injunctive relief.

• Whole Agreement – These Terms governing any contract established with the Client constitute the entire Agreement between MPL and the Client and supersede any and all prior terms whether written or oral. No modification to the Terms or any claimed waiver shall be deemed to be valid unless in writing and signed by authorised representative of MPL.