Terms and Conditions of Supply

1.1 What these terms cover. These are the terms and conditions on which we supply products to you, whether these are services or digital content.
1.2 Why you should read them. Please read these terms carefully before you submit your order to us. These terms tell you who we are, how we will provide products to you, how you and we may change or end the contract, what to do if there is a problem and other important information. If you think there is a mistake in these terms [or require any changes], please contact us to discuss.
1.3 Are you a business customer or a consumer? In some areas, you will have different rights under these terms depending on whether you are a business or a consumer. You are a consumer if:
- You are an individual.
- You are buying products from us wholly or mainly for your personal use (not for use in connection with your trade, business, craft or profession).
1.4 If you are a business customer, this is our entire agreement with you. If you are a business customer, these terms constitute the entire agreement between us in relation to your purchase. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of us which is not set out in these terms and that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.

Information About Us and how to Contact Us

Information about us and how to contact us

2.1 Who we are. We are HEALTH MED. TRAINING SOLUTIONS LTD (trading as Health Med. Wellness) is a company registered in England and Wales. Our company registration number is 12414089, and our registered office is at H28 the Avenues, Eleventh Avenue, North Team Valley Trading Estate, Gateshead, UK, NE11 0NJ. Our registered VAT number is 348265479.
2.2 How to contact us. You can contact us by writing to us at support@healthmedicine.co.uk.
2.3 How we may contact you. If we have to contact you, we will do so by telephone or by writing to you at the email address you provided to us in your order.
2.4 “Writing” includes emails. When we use the words “writing” or “written” in these terms, this includes emails.

Our Contract with You

Our contract with you

3.1 How we will accept your order. Our acceptance of your order will take place when we email you to accept it, at which point a contract will come into existence between you and us.
3.2 If we cannot accept your order. If we are unable to accept your order, we will inform you of this and will not charge you for the product. This might be because of unexpected limits on our resources, which we could not reasonably plan for, because we have identified an error in the price or description of the product or because we are unable to meet a delivery deadline you have specified.

Your Rights to Make Changes

If you wish to make a change to the product you have ordered, please contact us. We will let you know if the change is possible. If it is possible, we will let you know about any changes to the price of the product, the timing of supply or anything else which would be necessary as a result of your requested change and ask you to confirm whether you wish to go ahead with the change.

Our Rights to Make Changes

Our rights to make changes

5.1 Minor changes to the products. We may change the product:
1. (a) to reflect changes in relevant laws and regulatory requirements; and
2. (b) to implement minor technical adjustments and improvements, for example, to address a security threat. These changes will not affect your use of the product.
5.2 Updates to digital content. We may update or require you to update digital content, provided that the digital content shall always match the description of it that we provided to you before you bought it.

Providing the Products

Providing the products

6.1 When we will provide the products. During the order process, we will let you know when we will provide the products to you. If the products are ongoing services or subscriptions, we will also tell you during the order process when and how you can end the contract.
6.2 We are not responsible for delays outside our control. If our supply of the products is delayed by an event outside our control, then we will contact you as soon as possible to let you know, and we will take steps to minimise the effect of the delay. Provided we do this, we will not be liable for delays caused by the event, but if there is a risk of substantial delay, you may contact us to end the contract and receive a refund for any products you have paid for but not received.
6.3 What will happen if you do not give required information to us. We may need certain information from you so that we can supply the products to you. If so, this will have been stated in the description of the products on our website. We will contact you to ask for this information. If you do not give us this information within a reasonable time of our asking for it, or if you give us incomplete or incorrect information, we may either end the contract (and clause 9.2 will apply) or make an additional charge of a reasonable sum to compensate us for any extra work that is required as a result. We will not be responsible for supplying the products late or not supplying any part of them if this is caused by you not giving us the information we need within a reasonable time of our asking for it.
6.4 Reasons we may suspend the supply of products to you. We may have to suspend the supply of a product to:
1. (a) deal with technical problems or make minor technical changes;
2. (b) update the product to reflect changes in relevant laws and regulatory requirements;
3. (c) make changes to the product as requested by you or notified by us to you (see clause 5).
6.5 Your rights if we suspend the supply of products. We will contact you in advance to tell you we will be suspending the supply of the product unless the problem is urgent or an emergency. If we have to suspend the product for longer than one month in any 12- month period, we will adjust the price so that you do not pay for products while they are suspended. You may contact us to end the contract for a product if we suspend it, or tell you we are going to suspend it, in each case for a period of more than one month, and we will refund any sums you have paid in advance for the product in respect of the period after you end the contract.
6.6 We may also suspend supply of the products if you do not pay. If you do not pay us for the products when you are supposed to (see clause 12.4) and you still do not make payment within 7 days of us reminding you that payment is due, we may suspend the supply of the products until you have paid us the outstanding amounts. We will contact you to tell you we are suspending the supply of the products. We will not suspend the products where you dispute the unpaid invoice (see clause 12.7). We will not charge you for the products during the period for which they are suspended. As well as suspending the products, we can charge you interest on your overdue payments (see clause 12.6).

Your Rights to End the Contract

Your rights to end the contract

7.1 You can always end your contract with us. Your rights when you end the contract will depend on what you have bought, whether there is anything wrong with it, how we are performing, when you decide to end the contract and whether you are a consumer or business customer:
1. (a) If what you have bought is faulty or misdescribed you may have a legal right to end the contract (or to get the product replaced or a service re- performed or to get some or all of your money back), see clause 11 if you are a consumer;
2. (b) If you want to end the contract because of something we have done or have told you we are going to do, see clause 7.2;
3. (c) If you are a consumer and have just changed your mind about the product, see clause 7.3. You may be able to get a refund if you are within the cooling-off period, but this may be subject to deductions;
4. (d) In all other cases (if we are not at fault and you are not a consumer exercising your right to change your mind), see clause 7.6.
7.2 Ending the contract because of something we have done or are going to do. If you are ending a contract for a reason set out at (a) to (e) below the contract will end immediately and we will refund you in full for any products which have not been provided and you may also be entitled to compensation. The reasons are:
- (a) we have told you about an upcoming change to the product or these terms which you do not agree to;
- (b) we have told you about an error in the price or description of the product you have ordered and you do not wish to proceed;
- (c) there is a risk that supply of the products may be significantly delayed because of events outside our control;
- (d) we have suspended supply of the products for technical reasons, or notify you we are going to suspend them for technical reasons, in each case for a period of more than one month; or
- (e) you have a legal right to end the contract because of something we have done wrong.
7.3 Exercising your right to change your mind if you are a consumer (Consumer Contracts Regulations 2013). If you are a consumer, then for most products bought online, you have a legal right to change your mind within 14 days and receive a refund. These rights, under the Consumer Contracts Regulations 2013, are explained in more detail in these terms.
7.4 When consumers do not have a right to change their minds. Your right as a consumer to change your mind does not apply in respect of:
- (a) digital products after you have started to download or stream these (or they have been made available for you to download or stream);
- (b) services, once these have been completed, even if the cancellation period is still running;
7.5 How long do consumers have to change their minds? If you are a consumer how long you have to change your mind depends on what you have ordered and how it is delivered.
- (a) Have you bought services (for example, live training sessions)? If so, you have 14 days after the day we email you to confirm we accept your order. However, once we have completed the services you cannot change your mind, even if the period is still running. If you cancel after we have started the services, you must pay us for the services provided up until the time you tell us that you have changed your mind.
- (b) Have you bought digital content for download or streaming? if so, you have 14 days after the day we email you to confirm we accept your order, or, if earlier, until you start downloading or streaming. If we delivered the digital content to you immediately, (including making it available to you to download or stream) and you agreed to this when ordering, you will not have a right to change your mind.
7.6 Ending the contract where we are not at fault and there is no right to change your mind. Even if we are not at fault and you are not a consumer who has a right to change their mind (see clause 7.1), you can still end the contract before it is completed, but you may have to pay us compensation. A contract for digital content is completed when the product is delivered, downloaded or streamed and paid for. A contract for services is completed when we have finished providing the services and you have paid for them. If you want to end a contract before it is completed where we are not at fault and you are not a consumer who has changed their mind, just contact us to let us know. The contract will end immediately and we will refund any sums paid by you for products not provided but we may deduct from that refund reasonable compensation for the net costs we will incur as a result of your ending the contract.

How to End the Contract With Us

How to end the contract with us (including if you are a consumer who has changed their mind)

8.1 Tell us you want to end the contract. To end the contract with us, please let us know by emailing customer services at info@healthmedicine.co.uk (if you are a consumer you can use the below form).
8.2 How we will refund you. If you are entitled to a refund under these terms we will refund you the price you paid for the products by the method you used for payment. However, we may make deductions from the price, as described below.
8.3 When we may make deduction from refunds if you are a consumer exercising your right to change your mind. If you are exercising your right to change your mind, where the product is a service, we may deduct from any refund an amount for the supply of the service for the period for which it was supplied, ending with the time when you told us you had changed your mind. The amount will be in proportion to what has been supplied, in comparison with the full coverage of the contract.
8.4 When your refund will be made. We will make any refunds due to you as soon as possible. If you are a business, we will aim to refund you within 30 days. If you are a consumer exercising your right to change your mind then your refund will be made within 14 days of your telling us you have changed your mind.

Our Rights to End the Contract

Our rights to end the contract

9.1 We may end the contract if you break it. We may end the contract for a product at any time by writing to you if:
1. (a) you do not make any payment to us when it is due and you still do not make payment within 7 days of us reminding you that payment is due;
2. (b) you do not, within a reasonable time of us asking for it, provide us with information that is necessary for us to provide the products.
9.2 You must compensate us if you break the contract. If we end the contract in the situations set out in clause 9.1 we will refund any money you have paid in advance for products we have not provided but we may deduct or charge you reasonable compensation for the net costs we will incur as a result of your breaking the contract.
9.3 We may withdraw the product. We may write to you to let you know that we are going to stop providing the product. We will let you know at least 7 days in advance of our stopping the supply of the product and will refund any sums you have paid in advance for products which will not be provided.

If there is a Problem with the Product

10 How to tell us about problems. If you have any questions or complaints about the product, please contact us. You can write to us at support@healthmedicine.co.uk.

Your rights in respect of defective products if you are a consumer

Your rights in respect of defective products if you are a consumer

11.1 If you are a consumer we are under a legal duty to supply products that are in conformity with this contract. See the box below for a summary of your key legal rights in relation to the products. Nothing in these terms will affect your legal rights.

Summary of your key legal rights

This is a summary of your key legal rights. These are subject to certain exceptions. For detailed information please visit the Citizens Advice website www.adviceguide.org.uk or call 03454 04 05 06.

If your product is digital content, the Consumer Rights Act 2015 says digital content must be as described, fit for purpose and of satisfactory quality:

a) If your digital content is faulty, you’re entitled to a repair or a replacement.

b) If the fault can’t be fixed, or if it hasn’t been fixed within a reasonable time and without significant inconvenience, you can get some or all of your money back

c) If you can show the fault has damaged your device and we haven’t used reasonable care and skill, you may be entitled to a repair or compensation

See also clause 7.3.
If your product is services, , the Consumer Rights Act 2015 says:

a) You can ask us to repeat or fix a service if it’s not carried out with reasonable care and skill, or get some money back if we can’t fix it.

b) If you haven’t agreed a price beforehand, what you’re asked to pay must be reasonable. c) If you haven’t agreed a time beforehand, it must be carried out within a reasonable time. See also clause 7.2.

Price and Payment

Price and payment

12.1 Where to find the price for the product. The price of the product (which includes VAT) will be the price indicated on the order pages when you placed your order. We take all reasonable care to ensure that the price of the product advised to you is correct. However please see clause 12.3 for what happens if we discover an error in the price of the product you order.
12.2 We will pass on changes in the rate of VAT. For the purposes of this contract VAT means UK value added tax, or any similar sales tax in any relevant jurisdiction. If the rate of VAT changes between your order date and the date we supply the product, we will adjust the rate of VAT that you pay, unless you have already paid for the product in full before the change in the rate of VAT takes effect.
12.3 What happens if we got the price wrong. It is always possible that, despite our best efforts, some of the products we sell may be incorrectly priced. We will normally check prices before accepting your order so that, where the product’s correct price at your order date is less than our stated price at your order date, we will charge the lower amount. If the product’s correct price at your order date is higher than the price stated to you, we will contact you for your instructions before we accept your order. If we 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 end the contract, refund you any sums you have paid and require the return of any goods provided to you.
12.4 When you must pay and how you must pay. Our acceptable payment methods will be shown on the website at the point of purchase unless you are a business customer where they may be agreed with you from time to time. When you must pay depends on what product you are buying:
1. (a) For digital content, you must pay for the products before you download them, or stream them.
2. (b) For services, you must pay for any services in full, before we start providing them.
12.5 Our right of set-off if you are a business customer. If you are a business customer you must pay all amounts due to us under these terms in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
12.6 We can charge interest if you pay late. If you do not make any payment to us by the due date we may charge interest to you on the overdue amount at the rate of 4% a year above the base lending rate of the Bank of England from time to time. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You must pay us interest together with any overdue amount.
12.7 What to do if you think an invoice is wrong. If you have been sent an invoice and you think the invoice is wrong please contact us promptly to let us know. You will not have to pay any interest until the dispute is resolved. Once the dispute is resolved we will charge you interest on correctly invoiced sums from the original due date.

Our responsibility for loss or damage suffered by you if you are a consumer

Our responsibility for loss or damage suffered by you if you are a consumer

13.1 We are responsible to you for foreseeable loss and damage caused by us. If we fail to comply with these terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking this contract or our failing to use reasonable care and skill[, but we are not responsible for any loss or damage that is not foreseeable]. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the contract was made, both we and you knew it might happen, for example, if you discussed it with us during the sales process.
13.2 We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors; for fraud or fraudulent misrepresentation; for breach of your legal rights in relation to the products including the right to receive products which are: as described and match information we provided to you; of satisfactory quality; fit for any particular purpose made known to us; supplied with reasonable skill and care and, where installed by us, correctly installed.
13.3 The products are for educational purposes ONLY. We are unable to express an opinion that you are fit to safely use the products (whether on yourself or anyone else). You must obtain professional or specialist advice from your doctor or suitably qualified medical professional before using the products on yourself. You must act responsibly and sensibly, this is especially the case if you are pregnant, on medication, are suffering with mental health concerns, or any medical complaints.
13.4 In order to use Professional Healthcare products you must:
1. (a) have up to date medical malpractice insurance required in your location
2. (b) be current members of a healthcare board recognised in your location
3. (c) fulfil any practice training legally required in your location
Online learning is not designed to replace practical training You are responsible for complying with:
- – all applicable laws, regulations, codes in your location; and
- – any of our published policies from time to time.
13.5 When we are liable for damage to your property. If we are providing services in your property, we will make good any damage to your property caused by us while doing so. However, we are not responsible for the cost of repairing any pre-existing faults or damage to your property that we discover while providing the services.

13.6 When we are liable for damage caused by defective digital content. If defective digital content which we have supplied damages a device or digital content belonging to you and this is caused by our failure to use reasonable care and skill we will either repair the damage or pay you compensation. However, we will not be liable for damage which you could have avoided by following our advice to apply an update offered to you free of charge or for damage which was caused by you failing to correctly follow installation instructions or to have in place the minimum system requirements advised by us.
13.7 We are not liable for business losses. If you are a consumer we only supply the products for to you for domestic and private use. If you use the products for any commercial, business or re-sale purpose our liability to you will be limited as set out in clause 14.

Our responsibility for loss or damage suffered by you if you are a business

Our responsibility for loss or damage suffered by you if you are a business

14.1 Nothing in these terms shall limit or exclude our liability for:
- (a) death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors (as applicable);
- (b) fraud or fraudulent misrepresentation;
- (c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982; or
- (d) any matter in respect of which it would be unlawful for us to exclude or restrict liability.
14.2 Except to the extent expressly stated all terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are excluded.
14.3 Subject to clause 14.1:
- (a) we shall not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with any contract between us; and
- (b) our total liability to you for all other losses arising under or in connection with any contract between us, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to 100% of the total sums paid by you for products under such contract.

How We May Use Your Personal Information

How we may use your personal information

15.1 How we will use your personal information. We will only use your personal information as set out in our Privacy Policy.

Other Important Terms

Other important terms

16.1 We may transfer this agreement to someone else. We may transfer our rights and obligations under these terms to another organisation. If you are a consumer, we will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under the contract.
16.2 You need our consent to transfer your rights to someone else. You may only transfer your rights or your obligations under these terms to another person if we agree to this in writing.
16.3 Nobody else has any rights under this contract. This contract is between you and us. No other person shall have any rights to enforce any of its terms. Neither of us will need to get the agreement of any other person in order to end the contract or make any changes to these terms.
16.4 If a court finds part of this contract illegal, the rest will continue in force. Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
16.5 Even if we delay in enforcing this contract, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. For example, if you miss a payment and we do not chase you but we continue to provide the products, we can still require you to make the payment at a later date.
16.6 Which laws apply to this contract and where you may bring legal proceedings if you are a consumer. These terms are governed by English law and you can bring legal proceedings in respect of the products in the English courts. If you live in Scotland you can bring legal proceedings in respect of the products in either the Scottish or the English courts. If you live in Northern Ireland you can bring legal proceedings in respect of the products in either the Northern Irish or the English courts.
16.7 Which laws apply to this contract and where you may bring legal proceedings if you are a business. If you are a business, any dispute or claim arising out of or in connection with a contract between us or its subject matter or formation (including non- contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales and the courts of England and Wales shall have exclusive jurisdiction to settle any such dispute or claim.

Schedule 1: Model Cancellation Form for consumer customers

(Complete and return this form only if you wish to withdraw from the contract)

To Health Med. Training Solutions at info@healthmedicine.co.uk

I/We [*] hereby give notice that I/We [*] cancel my/our [*] contract of sale for the supply of the following digital product or service [*],

1
2
3
4
5
Ordered on [*]/received on [*],
Name of consumer(s),
Address of consumer(s),
Signature of consumer(s) (only if this form is notified on paper), Date

[*] Delete as appropriate