Terms and Conditions

Last updated: October, 2023

Application and entire agreement

1. These Terms and Conditions apply to the provision of the membership to The Ripple Circle ® (‘The Ripple Circle®’ or ‘the Services’) by Kate Smith trading as Kate Smith Consulting of 9 New Way, Guiseley, LS20 8JR (‘Kate’ or ‘Kate Smith Consulting’ or ‘the Service Provider’ or ‘we’ or ‘us’ or ‘our’) to the person buying the services (‘the member’ or ‘the customer’ or ‘they’ or ‘you’ or ‘their’).

2. You are deemed to have accepted these Terms and Conditions when you provide your contact details in anticipation of joining The Ripple Circle® or when you pay for a Taster session (whichever happens earlier) and these Terms and Conditions and our communicated fees (the Contract) are the entire agreement between us.

3. You acknowledge that you have not relied on any statement, promise or representation made or given by or on our behalf. These Conditions apply to the Contract to the exclusion of any other terms that you try to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

Working together

Commencing Membership

4. An individual becomes a member of The Ripple Circle® upon Kate Smith Consulting receiving the first payment from the member.

5. An individual ceases to be a member when they either cancel their membership (clause 24 Cancellation) or payment is not made on the date due or if Kate terminates your agreement (clause 27 Termination).

Taster sessions

6. An individual may attend a taster session for a nominal fee as agreed with Kate at the time. The individual is under no obligation to join as a full member before, during or after this taster session.

7. Once the Taster fee is paid, a session date will be agreed. If the individual does not attend this session, no refund will be given. The individual may book another taster session for the same fee.

8. If the individual chooses to join The Ripple Circle® having attended a taster session, the payment for membership will be as published or communicated at the time. No reduction in fee will be given.

Frequency and duration

9. The Ripple Circle® will meet on a monthly basis for 90 minutes online. In person meet ups will be arranged on a minimum twice per year basis and in such cases, will replace that month’s online session.

10. Other activities will be agreed on an ad hoc basis, with the existing group at that time. Activities which involve additional fees are on an optional basis and will be invoiced separately to the agreed recurring payment.

11. Kate Smith Consulting reserves the right to change the format, duration and/or frequency of sessions, and will provide at least two months’ notice in writing. A new payment schedule reflecting the change(s) will be arranged as soon as the changes come into effect.


12. Member and member organisation’s confidentiality will be maintained by Kate with respect to all aspects of the member’s personal or leadership challenges, business, affairs, employees, customers and suppliers except where agreed on a need to know basis or where obliged to by the relevant law or regulatory authority.

13. Kate Smith Consulting reserves the right to contact the relevant person (including but not limited to their line manager, HR department or employee wellbeing helpline) on the member’s behalf if there is concern about the members’ wellbeing.

14. Kate Smith Consulting will not be held liable or accountable for any breaches of confidentiality between members as a result of discussions within sessions, outside of sessions or in any other manner.

The Ripple Circle® behaviours

15. As a group we will behave respectfully with each other at all times, both within and outside of any sessions. Any specific behaviours will be agreed with each other on an ongoing basis. If a member’s behaviour is found to be disruptive, harmful or threatening, Kate Smith Consulting reserves the right to terminate that member’s agreement immediately, without refund on any existing payment period.

How The Ripple Circle® works

Missed sessions

16. If a member misses any session within their existing membership, a refund will not be given. You will still receive any follow up information form the session, and can book in an hour with Kate, at a time convenient to both parties, to discuss the themes from the session if you wish.


17. Sessions will not be recorded – both to protect confidentiality within The Ripple Circle® and because the premise of The Ripple Circle® is the richness of discussion through interaction and connection.


18. Members will not be allowed to send a substitute in their place for a missed session. This is because it would change the dynamic of the group.

Exchanging your membership with another team member

19. If a member wishes to exchange their subscription with another team member in the same organisation, they can discuss this with Kate, to ensure their proposed substitute is suitable for The Ripple Circle. If agreed, you may continue with your existing recurring payment, although some administration changes may be needed.

Moving groups

20. If more than one group of The Ripple Circle® is created, a member may request to move to a different group for any reason. However, agreement to move is at the discretion of Kate and may not be agreed to for any reason, including but not limited to: geographic location, maximum size of group reached, group dynamics.

21. If agreement is not reached, the member can choose either to remain in their current group and continue with their membership, or cancel their membership, in accordance with clause 24 (Cancellation)

Cancelled session

22. In the rare circumstances that a monthly scheduled session has to be cancelled (including but not limited to illness), the member will be offered either a refund for that specific session only (at the rate the member is paying at that time) or an alternative session will be provided free of charge, to be taken within 6 months of the cancelled session.



23. Payment will be made on a recurring quarterly or annual basis, as agreed upon sign up to The Ripple Circle®. Invoicing and payment will be made in advance of commencing membership of The Ripple Circle®. You may pay by direct debit, credit card or bank transfer via invoice. You will be invited to your first session once payment has been received by Kate Smith Consulting.


24. You may leave The Ripple Circle® at any time, however any remaining payment left on an existing period of time will not be refunded. For example, your quarterly payment is made on 3rd April and is due to renew on 3rd July. You choose to leave on 16th May. The remaining monies between 16th May and 2nd July will not be refunded. The next payment due to on 3rd July will be cancelled.

Pausing your subscription

25. In rare circumstances, it may be agreed to pause your subscription (for example, due to illness). This will be discussed as a one-off situation and agreed between yourself and Kate Smith Consulting as to how this will work. You must give at least 8 weeks notice in writing prior to the date you wish to pause your subscription in order for this to be discussed, agreed and implemented.

Change of fees

26. Kate Smith Consulting may change the fees at any time, by giving 3 months’ notice in writing, after which your next payment (be that quarterly or annually) will be invoiced at the new price.

Other legal stuff


27. Kate Smith Consulting can terminate membership of The Ripple Circle® immediately if you:

a. commit a material breach of your obligations under these Terms and Conditions;
or b. fail to make pay any amount due under the Contract on the due date for payment;
or c. are or become or, in our reasonable opinion, are about to become, the subject of a bankruptcy order or take advantage of any other statutory provision for the relief of insolvent debtor;
or d. enter into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made with its creditors;
or e. convene any meeting of your creditors, enter into voluntary or compulsory liquidation, have a receiver, manager, administrator or administrative receiver appointed in respect of your assets or undertakings or any part of them, any documents are filed with the court for the appointment of an administrator in respect of you, notice of intention to appoint an administrator is given by you or any of your directors or by a qualifying floating charge holder (as defined in para. 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed or petition presented to any court for your winding up or for the granting of an administration order in respect of you, or any proceedings are commenced relating to your insolvency or possible insolvency.

Intellectual property

28. Kate Smith Consulting reserves all copyright and any other intellectual property rights which may subsist in any goods or services supplied in connection with the provision of the The Ripple Circle®, excluding the member or member organisations’ own property. We reserve the right to take any appropriate action to restrain or prevent the infringement of such intellectual property rights.

29. The Ripple Circle® is a registered trademark (ref. SFB-8D8CC) and may only be used with express permission by Kate Smith Consulting.

Liability and indemnity

30. Our liability under these Terms and Conditions, and in breach of statutory duty, and in tort or misrepresentation or otherwise, shall be limited as set out in this section.

31. The total amount of our liability is limited to the total amount of Fees payable by you under the Contract.

32. We are not liable (whether caused by our employees, agents or otherwise) in connection with our provision of the Services or the performance of any of our other obligations under these Terms and Conditions or the quotation for:
a. any indirect, special or consequential loss, damage, costs, or expenses or;
b. any loss of profits; loss of anticipated profits; loss of business; loss of data; loss of reputation or goodwill; business interruption; or, other third party claims;
or c. any failure to perform any of our obligations if such delay or failure is due to any cause beyond our reasonable control;
or d. any losses caused directly or indirectly by any failure or your breach in relation to your obligations;
or e. any losses arising directly or indirectly from the choice of Services and how they will meet your requirements or your use of the Services

33. You must indemnify us against all damages, costs, claims and expenses suffered by us arising from any loss or damage to any equipment (including that belonging to third parties) caused by you or your agents or employees.

34. Nothing in these Terms and Conditions shall limit or exclude our liability for death or personal injury caused by our negligence, or for any fraudulent misrepresentation, or for any other matters for which it would be unlawful to exclude or limit liability.

Data protection

35. When supplying the Services to the Customer, the Service Provider may gain access to and/or acquire the ability to transfer, store or process personal data of employees of the Customer.

36. The parties agree that where such processing of personal data takes place, the Customer shall be the 'data controller' and the Service Provider shall be the 'data processor' as defined in the General Data Protection Regulation (GDPR) as may be amended, extended and/or re-enacted from time to time.

37. For the avoidance of doubt, 'Personal Data', 'Processing', 'Data Controller', 'Data Processor' and 'Data Subject' shall have the same meaning as in the GDPR.

38. The Service Provider shall only Process Personal Data to the extent reasonably required to enable it to supply the Services as mentioned in these terms and conditions or as requested by and agreed with the Customer, shall not retain any Personal Data longer than necessary for the Processing and refrain from Processing any Personal Data for its own or for any third party's purposes.

39. The Service Provider shall not disclose Personal Data to any third parties other than employees, directors, agents, subcontractors or advisors on a strict 'need-to-know' basis and only under the same (or more extensive) conditions as set out in these terms and conditions or to the extent required by applicable legislation and/or regulations.

40. The Service Provider shall implement and maintain technical and organisational security measures as are required to protect Personal Data Processed by the Service Provider on behalf of the Customer.

41. For any enquiries or complaints regarding data privacy, you can email kate@kate-smith-consulting.co.uk

Circumstances beyond a party's control

42. Neither of us is liable for any failure or delay in performing our obligations 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: industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party in question. If the delay continues for a period of 90 days, either of us may terminate or cancel the Services to be carried out under these Terms and Conditions.


43. All notices under these Terms and Conditions must be in writing and signed by, or on behalf of, the party giving notice (or a duly authorised officer of that party).

44. Notices shall be deemed to have been duly given:
a. when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient;
b. when sent, if transmitted by fax or email and a successful transmission report or return receipt is generated;
c. on the fifth business day following mailing, if mailed by national ordinary mail;
or d. on the tenth business day following mailing, if mailed by airmail.

45. All notices under these Terms and Conditions must be addressed to the most recent address, email address or fax number notified to the other party.

No waiver

46. No delay, act or omission by a party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy nor stop further exercise of any other right, or remedy.


47. If one or more of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that / those provisions will be deemed severed from the remainder of these Terms and Conditions (which will remain valid and enforceable).

Law and jurisdiction

48. This Agreement shall be governed by and interpreted according to the law of England and Wales and all disputes arising under the Agreement (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the English and Welsh courts.