Terms and Conditions
Effective date: January 2019. Undated 2 April 2021
YOU MAY ONLY USE OUR SERVICES IN THE COURSE OF YOUR BUSINESS. YOUR ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF CLAUSES 4.1 TO 4.3 (NOT MEDICAL ADVICE), CLAUSE 5 (YOUR OBLIGATIONS) AND CLAUSE 13 (LIMITATION OF LIABILITY).
1. About us
1.1 Company details. Fertility Support Education LLP (company number OC436428) (we and us) is a company registered in England and Wales and our registered office is at Staple House, 5 Eleanor's Cross, Dunstable, Bedfordshire, United Kingdom, LU6 1SU. We operate the websites http://fertilitysupport.expert and http://fertilitysupport.training.
1.2 Contacting us. To contact us telephone our customer service team at +44 (0)345 310 5354 or e-mail [email protected]. How to give us formal notice of any matter under the contract is set out in clause 15.2.
2. Our contract with you
2.1 Our contract. These terms and conditions (Terms) apply to all orders by you and supply of Services by us to you (Contract). They apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
3. Placing an order and its acceptance
3.1 Pre-conditions to placing an order. Before placing an order you need to apply through our website to be registered with us. You will need to provide us with certain information (as set out on our website) relating to your qualifications and experience and/or we may ask you to take a test to allow us to determine (at our sole discretion) your level of experience. Once you have provided us with this information we may, in our sole discretion, register you with us. You will then be able to place orders in accordance with clause 3.2.
3.2 Placing your order. Please follow the onscreen prompts to place an order. You may only submit an order using the method set out on the site. Each order is an offer by you to buy the services specified in the order which may comprise access to certain training videos and/or related ancillary materials (Services) subject to these Terms.
3.3 Correcting input errors. Our order process allows you to check and amend any errors before submitting your order to us. Please check the order carefully before confirming it. You are responsible for ensuring that your order is complete and accurate.
3.4 Accepting your order. Our acceptance of your order takes place when we allow you to access the materials on the website, at which point and on which date the Contract between you and us will come into existence. The Contract will relate only to those Services in respect of which you placed the order.
3.5 If we cannot accept your order. If we are unable to supply you with the Services for any reason (such as if we consider at our absolute discretion that you do not have sufficient post-qualification experience or pass the test referred to in clause 3.1), we will inform you of this by email. If you have already paid for the Services, we will refund you the full amount.
4. Our services
4.1 Not medical advice. In providing our Services to you we are not giving medical advice and we are not a regulated body. In particular, we are not a primary care regulated body in any jurisdiction. The information provided in our training videos and ancillary materials is general information of general application to the circumstances or scenario that we set out in those materials. The information is not tailored to any specific real patient. If we provide you with a case study then the information we provide is relevant only to that case study in the circumstances that we describe to you. You must consider any information that you use in the context of your business in light of the circumstances applicable to you and your patient or client at the relevant time.
4.2 We will take reasonable steps to ensure that any information we provide to you as part of the Services is reasonably accurate at the time it is uploaded onto our website. The information provided on the website is based on information that is available to us as a reasonable practitioner of Traditional Chinese Medicine practising in the United Kingdom. We do not warrant or represent that the information will be kept up to date at all times or that it will take into account all relevant practices, regulation, research or developments whether in the United Kingdom or any other jurisdiction.
4.3 We give no confirmation or assurance of any sort that the information that is provided as part of the Services or any action that you or we take in connection with the Services is or will be lawful in your jurisdiction. How you access and use the information we provide to you is your sole responsibility.
4.4 Some modules provided as part of our Services may be accredited for continuing professional development (CPD) purposes by one or more professional bodies. The accrediting bodies may change from time to time. If you are not a member of, or subject to regulation by, these bodies then you may not be able to gain qualifying CPD by using our Services. The accreditation is at the discretion of the accrediting body and we cannot and do not guarantee that your participation in this training will earn you CPD points or other recognition from these bodies.
4.5 Descriptions, specifications and illustrations. Any descriptions, specifications or illustrations on our site are published for the sole purpose of giving an approximate idea of the services described in them. They will not form part of the Contract or have any contractual force.
4.6 Reasonable care and skill. We warrant to you that the Services will be provided using reasonable care and skill.
5. Your obligations
5.1 It is your responsibility to ensure that:
(a) the terms of your order are complete and accurate;
(b) you co-operate with us in all matters relating to the Services;
(c) you only use the Services in the course of your business and not for personal use or use as a consumer;
(d) you provide us with such information and materials we may reasonably require in order to supply the Services (including but not limited to your contact and professional details), ensure that such information is complete and accurate in all material respects and keep such information updated regularly and promptly by emailing [email protected];
(e) you obtain and maintain all necessary licences, permissions and consents which may be required to receive the Services (including any relevant qualification or accreditation as a practitioner of acupuncture or Traditional Chinese Medicine) before the date on which the Services are to start and throughout the term of this Contract;
(f) you keep us regularly informed as to the status of such licences, permissions and consents (including but not limited to informing us immediately of any investigations or licence suspensions/revocations);
(g) you comply with all applicable laws, regulations and industry or trade standards applicable to your business, including health and safety laws;
(h) you only use our website in accordance with our terms of website use which can be found on our website;
(i) you notify us immediately if you think someone else knows your website password; or
(j) you do not do anything that could or might in our opinion bring us, our website or our Services into disrepute or damage our reputation.
5.2 You may not:
(a) share your website username or password with anyone else,
(b) allow anyone else to access the website;
(c) allow anyone else to view or use the materials or display the materials in such a way that a third party could view or use them; or
(d) use the materials to provide any educational or training service without our prior written consent.
5.3 If our ability to perform the Services is prevented or delayed by any failure by you to fulfil any obligation listed in clause 5.1 (Your Default):
(a) we will be entitled to suspend performance of the Services until you remedy Your Default, and to rely on Your Default to relieve us from the performance of the Services, in each case to the extent Your Default prevents or delays performance of the Services. In certain circumstances Your Default may entitle us to terminate the contract under clause 12 (Termination);
(b) we will not be responsible for any costs or losses you sustain or incur arising directly or indirectly from our failure or delay to perform the Services; and
(c) it will be your responsibility to reimburse us on written demand for any costs or losses we sustain or incur arising directly or indirectly from Your Default.
6.1 In consideration of us providing the Services you must pay our charges (Charges) in accordance with this clause 6.
6.2 The Charges are the prices quoted on our site at the time you submit your order.
6.3 We take all reasonable care to ensure that the prices stated for the Services are correct at the time when the relevant information was entered into the system. However, please see clause 6.6 for what happens if we discover an error in the price of the Services you ordered.
6.4 Our Charges may change from time to time, but changes will not affect any order you have already placed.
6.5 Our Charges are exclusive of VAT. Where VAT is payable in respect of some or all of the Services you must pay us such additional amounts in respect of VAT, at the applicable rate, at the same time as you pay the Charges.
6.6 It is always possible that, despite our reasonable efforts, some of the Services on our site may be incorrectly priced. Where the correct price for the Services is less than the price stated on our site, we will charge the lower amount and if the correct price for the Services is higher than the price stated on our site, we will contact you as soon as possible to inform you of this error and we will give you the option of continuing to purchase the Services at the correct price or cancelling your order. We will not process your order until we have your instructions. If we are unable to contact you using the contact details you provided during the order process, we will treat the order as cancelled and notify you in writing. However, if we mistakenly accept and process your order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may cancel supply of the Services and refund you any sums you have paid.
7. How to pay
7.1 Payment for the Services is in advance. We will take your payment upon acceptance of your order.
7.2 You can pay for the Services using a debit card or credit card.
8. Intellectual property rights
8.1 All intellectual property rights in or arising out of or in connection with the Services will be owned by us and our licensors.
8.2 We agree to grant you a fully paid-up, worldwide, non-exclusive, royalty-free licence during the term of the Contract to use the Services specified in your order in your business. You may not sub-license, assign or otherwise transfer the rights granted in this clause 8.2. For the avoidance of doubt, you may not use our intellectual property in any way not authorised by this clause, including but not limited to downloading training videos, reposting content online, copying or sharing our materials or videos.
8.3 If you successfully pass the quiz at the end of each applicable module we may award you an Advanced Level Online Diploma in Fertility Acupuncture (the Diploma) and we may grant you the right to use our diploma logo, subject to you signing our licence and continuing to fulfil the terms and conditions specified in it.
8.4 Registration on our website. If we award you the Diploma then, unless you notify us in writing to the contrary, we will automatically include your name, the country you practice in and your website details on the relevant section of our websites for one year from the date we award you with the Diploma. In order for your details to remain on the website after this period, you must provide us with any information that we request, no later than 30 days before the first anniversary that we awarded you the Diploma and then 30 days before each subsequent anniversary. The inclusion of your details on the websites and at any associated websites we choose (including http://fertilitysupport.co.uk) is at our sole discretion.
9. How we may use your personal information
9.1 We will use any personal information you provide to us to:
(a) provide the Services;
(b) process your payment for the Services; and
(c) inform you about similar services that we provide, but you may stop receiving these at any time by contacting us.
9.2 Further details of how we will process personal information are set out on our website.
10. Limitation of liability
YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.
10.1 Nothing in the Contract limits any liability which cannot legally be limited, including 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).
10.2 Subject to clause 10.1, we will not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
(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) any indirect or consequential loss.
10.3 Subject to clause 10.1, our total liability to you arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will be limited to 100% of the total Charges paid under the Contract.
10.4 We have given commitments as to compliance of the Services with the relevant specification in clause 4.1. In view of these commitments, the terms implied by sections 3 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
10.5 Unless you notify us that you intend to make a claim in respect of an event within the notice period, we shall have no liability for that event. The notice period for an event shall start on the day on which you became, or ought reasonably to have become, aware of the event having occurred and shall expire nine months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
10.6 Nothing in these Terms limits or affects the exclusions and limitations set out in our website terms and conditions of use, which can be found on our website.
10.7 This clause 10 will survive termination of the Contract.
11.1 We each undertake that we will not at any time disclose to any person any confidential information concerning one another's business, affairs, customers, clients or suppliers, except as permitted by clause 11.2.
11.2 We each may disclose the other's confidential information:
(a) to such of our respective employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out our respective obligations under the Contract. We will each ensure that such employees, officers, representatives, subcontractors or advisers comply with this clause 11; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority, including but not limited to any trade body or industry regulator that sets standards, rules or requirements relating to acupuncture, traditional Chinese medicine, health or fertility in any country.
11.3 Each of us may only use the other's confidential information for the purpose of fulfilling our respective obligations under the Contract.
12.1 Without limiting any of our other rights, we may suspend the performance of the Services, or terminate the Contract with immediate effect by giving written notice to you if:
(a) you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within 14 days of you being notified in writing to do so;
(b) you take any step or action in connection with (if you are an individual) your bankruptcy or (if you are a company) entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of your assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
(c) you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or
(d) your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy.
12.2 If we determine, at our sole discretion, that you don’t have sufficient post-qualification experience and that you therefore were erroneously allowed to register on the website, we will terminate the contract and refund you all the Charges you have paid under the Contract.
12.3 Termination of the Contract will not affect your or our rights and remedies that have accrued as at termination.
12.4 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.
13. Consequences of termination
13.1 On termination of the Contract for whatever reason:
(a) you will cease to have access to the Services; and
(b) any intellectual property licences granted to you under clause 8 or otherwise in relation to this agreement shall terminate.
13.2 The termination of this Contract shall not itself make us liable to pay any compensation to you, including but not limited to compensation for loss of access to the Services or our intellectual property.
14. Events outside our control
We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control.
15. Communications between us
15.1 When we refer to "in writing" in these Terms, this includes email.
15.2 Any notice or other communication given by one of us to the other under or in connection with the Contract must be in writing and be delivered personally, sent by pre-paid first class post or other next working day delivery service, sent by pre-paid airmail providing proof of postage or email.
15.3 A notice or other communication is deemed to have been received:
(a) if delivered personally, on signature of a delivery receipt or 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 working day after posting;
(c) if sent by pre-paid airmail providing proof of postage, at 9.00am on the fifth working day after posting; or
(d) if sent by email, at 9.00 am the next working day after transmission.
15.4 In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.
15.5 The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.
16.1 Entire agreement. The Contract is the entire agreement between you and us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.
16.2 Language. These Terms and the Contract are made only in the English language.
16.3 Your copy. You should print a copy of these Terms or save them to your computer for future reference.
16.4 Assignment and transfer.
(a) We may assign or transfer our rights and obligations under the Contract to another entity.
(b) You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.
16.5 Variation. Any variation of the Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives).
16.6 Waiver. If we do not insist that you perform any of your obligations under the Contract, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.
16.7 Severance. Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
16.8 Third party rights. The Contract is between you and us. No other person has any rights to enforce any of its terms.
16.9 Governing law and jurisdiction. The Contract is governed by English law and we each irrevocably agree to submit all disputes arising out of or in connection with the Contract to the exclusive jurisdiction of the English courts.