THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF CLAUSE 7.

Wellspring Marketing Ltd t/a Wellspring Empowerment Terms & Conditions (We/Us)

This page (together with our Privacy Policy) tells you information about us and the legal terms and conditions (the Terms) on which we sell the goods (the Goods) and training services (the Services) listed on our website www.wellspringempowerment,com and these Terms apply to any order of Goods or Services from our website.

These Terms will apply to any contract between us for the sale of Goods and/or Services to you (the Contract). Please read these Terms carefully and make sure that you understand them, before ordering any Goods or Services from our Site. Please note that before placing an order you will be asked to agree to these Terms. If you refuse to accept these Terms, you will not be able to order any Goods or Services from our Site.

Our training courses are only provided to professionals and businesses and to consumers. Accordingly, as part of these Terms, you represent, warrant and undertake that you are entering into this Contract in the course of and for the purpose of your profession or business and or as a consumer.

We amend these Terms from time to time as set out in clause 9.1. Every time you wish to make an order, please check these Terms to ensure you understand the terms which will apply at that time. These Terms were most recently updated in March  2023.

  1. Our Agreement
    1. Our Site pages will guide you through the steps you need to take to place an order with us. Our online order process allows you to check and amend any errors before submitting your order to us. Please take the time to read and check your order at each page before submitting your order..
    2. Your order constitutes an offer by you to purchase Goods or Services in accordance with these Terms. After you place an order, you will receive an email from us acknowledging that we have received your order. However, please note that this does not mean that your order has been accepted.
    3. Your order will only be deemed to be accepted when we send you an email confirming that your order has been accepted (Order Acceptance Email). The Contract between us will only be formed when we send you the Order Acceptance Email.
    4. These Terms together with any Service Level Agreement between you and us constitute the entire agreement between us and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter. 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. You and we agree that neither of us shall have any claim for innocent or negligent misrepresentation based on any statement in this Contract. In the event of any conflict between a Service Level Agreement and these Terms, these Terms shall prevail.
    5. Any samples, descriptions or illustrations of the Goods or descriptions or illustrations of the Services contained in our catalogues or on our Sites are issued or published for the sole purpose of giving an approximate idea of the Services and/or Goods described in them. They shall not form part of the Contract or have any contractual force.
    6. These Terms apply to the Contract 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.
    7. All of these Terms shall apply to the delivery of our training courses.
    8. Any quotation given by us shall not constitute an offer, and is only valid for the period stated or, if no period is stated, 20 business days from the date of issue.
  2. Supply of Services – General
    1. We shall provide the training courses using reasonable care and skill.
    2. We have the right to make any changes to the Services which are necessary to comply with any applicable law, regulatory or safety requirement, or which do not materially affect the nature or quality of the Services, and we shall notify you in any such event.
    3. We shall use reasonable endeavours to meet any performance dates for the Services as set out on our Site, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.
  3. Classroom Courses and Training
    1. General
      This section 3.1 applies to all delegates. If you are a corporate client or an agency you are responsible for ensuring that all of your delegates are aware of and comply with these rules.
      1. To ensure that classroom courses are effective and are not interrupted, we operate a strict ‘shut door policy’ for our training courses and late arrivals will not be rescheduled or refunded. Please ensure you plan your journey well in advance. Cut off times for training courses are as follows:
        1. For training courses that begin at 9:30am, delegates will not be permitted to participate in the courses after 10am.
        2. For training courses that begin at 10am, delegates will not be permitted to participate in the courses after 10:30am
        3. For compact training courses that begin at 12pm, delegates will not be permitted to participate in the course after 12:30pm.
      2. If you miss your training course without having provided us with the required notice (see clause 3.5), you will not be entitled to a refund and you or your organisation will need to pay again for any rebooked place. You or your organisation will be allowed to rebook your course once, free of charge, provided you have given us the required notice and the reschedule has been confirmed by us. Should you need to rebook more than once, you will need to pay again for the rebooked place.
      3. Delegates must attend and participate fully throughout the entire content of the course to obtain a certificate, no refunds will be provided for candidates who do not participate fully.
      4. Certificates for completion of a course in electronic format will only be provided to delegates once full payment has been received for such course.
      5. We reserve the right to cancel any course and in such cases any fees already paid will be refunded in full, unless such cancellation is necessary due to a Force Majeure Event (see clause 8) or due to any act or omission by you.
      6. Whilst every attempt will be made to hold fees at the levels advertised, we reserve the right to change fees from time to time without prior notice. Any changes will not affect any order you have already placed.
      7. Any sound or video recording by delegates during classroom courses is strictly prohibited. Any delegates who are caught recording a classroom course will be asked to delete the recording pursuant to clause 6.7 and may be asked to leave the course. At our sole discretion, you may not receive a refund in respect of delegates who breach this clause and do not complete the course.
      8. We advise that any delegate attending Wellspring Empowerment training courses whilst pregnant, has acquired sufficient clearance from their GP. If a delegate is not able to complete the training course due to physical restrictions, the delegate will not receive their training certificate and you will not receive a refund in respect of such delegate.
      9. In order to protect the welfare of the staff of Wellspring Empowerment, we have a zero tolerance approach to any forms of aggression or disruption. Any delegates who disrupt the class or are rude or abusive to any staff will be asked to leave the training course and you will not be refunded for the course.
      10. All delegates who attend Wellspring Empowerment training courses (which are delivered in English) need to have sufficient knowledge and understanding of the English language in order to receive a certificate of attendance. No refunds will be provided if a delegate is found to not have an adequate understanding of the English language and cannot complete a course.
      11. All delegates who attend Wellspring Empowerment training courses must have relevant healthcare experience. No refunds will be provided if a delegate is unable to complete the training due to insufficient experience.
    2. Individual Delegates
      This clause 3.2 applies to all individual delegates which have made a booking directly through our Site, in connection with their business or profession.
      1. All training bookings must be made online via our Site.
      2. Cancellations will only be accepted for individual online bookings if at least 2 business days’ notice has been provided prior to the start date of the course originally booked. Subject to 3.2(c), in such cases all fees will be refunded, otherwise payment will be charged in full.
      3. Refunds will not be permitted for delegates that have completed any of their free Elearning modules associated with the CSTF (All in One Day) Mandatory Training package.
      4. You will be allowed to rebook your course once free of charge, provided you have given at least 2 business days’ notice (see clause 3.5 on calculating notice periods), and the reschedule has been confirmed by us. Should you need to rebook more than once, you will need to pay again for the rebooked place.
      5. Name changes are not permitted on any training course. If you need to change the name you will be required to cancel the course in accordance with these terms and make a new order.
      6. We will not provide any kind of compensation packages for courses that do not proceed, other than a refund of the fees is available in accordance with this clause 3.
    3. Corporate Customers and In-house Training
      This clause 3.3 applies to you if you are a corporate customer and have booked on behalf of delegates, whether on public courses or private ‘in-house’ courses. Where we refer to in-house courses or training we are referring to courses which are booked for you exclusively and are provided only to your employees or delegates.
      1. You are responsible for your employees and all obligations under these Terms, including but without limitation payment for Services. You shall use all reasonable endeavours to procure that any employees booked on training courses attend such courses. You are responsible for your employees’ compliance with these Terms.
      2. Invoices are raised when the training course is booked and confirmed. These invoices must be 7 after the invoice has been issued regardless of when the training courses take place (unless otherwise agreed in writing between us).
      3. Due to unforeseen circumstances, we may need to cancel booked courses, in such cases we offer the replacement future booking free of charge. We do not provide any kind of compensation packages for courses that do not proceed.
      4. Where you are booking an in-house course, the price quoted is the price that will be invoiced regardless of the number of delegates placed on the course. We do not offer discounts for our in-house courses for fewer delegates attending. Courses which are offered for general sale will be priced per delegate.
      5. We reserve the right to invoice an additional amount for courses where the agreed maximum number has been exceeded, unless agreed upon prior to the course date.
      6. Cancellations for in-house training courses require 4 weeks’ notice for full refund, otherwise payment will be charged in full. At their discretion, the course administrator may consider the request for postponement of a training course under exceptional circumstances.
      7. You shall not during the contract or for a period of 6 months thereafter directly or indirectly canvass, solicit, endeavour to entice away, employ, engage or otherwise facilitate the employment or engagement of any person who is employed or engaged by us ( in particular but without limitation its trainers ), for the purpose of providing goods or services of a kind or similar to those which are provided by us, whether or not such person would be in breach of contract or any other obligation as a result. We reserve the right to suspend Services to you if we have reasonable grounds to believe you may have acted in breach of this clause at any time. This clause does not apply to any person who contacts you directly or responds to any vacancy advertised in the normal course of business.
      8. Any sound or video recording by delegates during classroom courses is strictly prohibited. Any delegates who are observed recording a classroom course will be asked to delete the recording and will be asked to leave the course. You will not be entitled to a refund in respect of any delegates who breach this clause and are not able to complete their training as a result.
      9. Delegates must attend and participate fully throughout the entire content of the course to obtain a certificate. Certificates for completion of a course (in either electronic or paper format) will only be provided once full payment has been received for that course.
      10. For the certificate to be awarded, the delegate must display a good level of understanding of the subject and be able to communicate well in English. The trainer has the right to refuse certification if in their opinion either an understanding of either subject matter or the use of English is deemed below the required standard.
    4. Bookings by Agencies
      This clause applies to you if you are an agency and have booked on behalf of delegates via the agency portal.
      1. If you are an agency, you are bound by these Terms and will be responsible for payment for Services on behalf of your delegates and will also procure (to the extent relevant) that your delegates comply with, and are bound by, these Terms. You shall use all reasonable efforts to procure that any delegates booked on training courses attend such courses.
      2. You may cancel or amend any booking by 5 p.m. up to 2 business days prior to commencement of the training course with no additional charge.
      3. Training courses can only be rebooked or cancelled via the agency portal.
      4. If you cancel the booking in the 2 business days prior to commencement of the training course, the full course fees will be payable by you. If a course is rebooked, you must pay the fees for any new booking.
      5. If a delegate does not attend a course, you will be charged for the place on the course the delegate missed. If the delegate’s place is rebooked, you must pay the fees for any new booking.
      6. Name changes are not permitted on any training course. If you need to change the name you will be required to cancel the course in accordance with these terms and make a new order.
      7. All the training is to be paid for in advance of any delivery.

5. Without prejudice to any other right or remedy that we may have, if you fail to pay us on the due date in the invoice, the following will apply:

  1. your account will be locked, thereby suspending your access to delegate bookings and certificates.
  2. your account will remain locked until all outstanding invoices are paid in full or in cleared funds.
  3. If your account has been locked more than twice or you are making bookings for 5 delegates or less per month, we reserve the right to suspend or withdraw your account until further notice.
  4. We also reserve the right to charge interest on any outstanding invoice in accordance with clause 4.4..
  1. You shall not during the contract or for a period of 6 months thereafter directly or indirectly canvass, solicit, endeavour to entice away, employ, engage or otherwise facilitate the employment or engagement of any person who is employed or engaged by us ( in particular but without limitation its trainers ), for the purpose of providing goods or services of a kind or similar to those which are provided by us, whether or not such person would be in breach of contract or any other obligation as a result. We reserve the right to suspend Services to you if we have reasonable grounds to believe you may have acted in breach of this clause at any time. This clause does not apply to any person who contacts you directly or responds to any vacancy advertised in the normal course of business.
  2. Elearning modules or bundles booked through an agency portal are non-refundable and non-transferable.
  3. If you have opted for your candidates to receive their Elearning links prior to the CSTF Mandatory practical training day, no cancellations or refunds will be permitted if any of the Elearning modules have been started or completed.
  4. Practical training credits are non-refundable and last for 24 months from the date of purchase. All other cancellation terms apply.
  5. Notice Periods
    1. The notice periods under clause 3 are stipulated in business days, this excludes weekends and bank holidays. In addition, notice must be given by 5p.m. 2 business days prior to the commencement of the training course. For example, where there are no bank holidays:
      1. for training courses that start on a Monday, places can be cancelled or rescheduled up until 5.00pm the previous Thursday;
      2. for training courses that start on a Tuesday, places can be cancelled or rescheduled up until 5.00pm the previous Friday;
      3. for training courses that start on a Wednesday, places can be cancelled or rescheduled up until 5.00pm the previous Monday;
      4. for training courses that start on a Thursday, places can be cancelled or rescheduled until 5.00pm the previous Tuesday;
      5. For training courses that start on a Friday, places can be cancelled or rescheduled up until 5.00pm the previous Wednesday before.
  1. Fees And Payment
    1. The price for the course will be as set out in the invoice, or if no price is specified on the invoice, the price quoted on our Site at the time you submit your order.
    2. All prices for the courses shall be exclusive of VAT unless otherwise indicated. Where any taxable supply for VAT purposes is made under the Contract by us to you, you shall, on receipt of a valid VAT invoice from us, pay us such additional amounts in respect of VAT as are chargeable on the supply of the training courses at the same time as payment is due for the delivery of the training courses.
    3. Payment for the training courses is due as follows:
      1. for individual delegates who have booked directly via our Site, at the time of booking, using a credit or debit card;
      2. for corporate customers or agencies booking on behalf of delegates, within 7 days of the date of the invoice, in full and in cleared funds to the bank account set out on the invoice before the training commences.
    4. Without prejudice to any other right or remedy that we may have, if you fail to pay us on the due date:
      1. you shall pay interest on the overdue amount at the rate of 4% per annum above the Bank of England’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgement. You shall pay the interest together with the overdue amount; and
      2. we may suspend all Services until payment has been made in full.
    5. All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
    6. We reserve the right to increase the charges for our Services prior to announcing new dates for each Service, any request by you to change the delivery date, Delivery Location, or any delay caused by your instructions or failure to give us adequate information in respect of the service.
  2. Termination
    1. Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
      1. the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, 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 its assets or ceasing to carry on business;
      2. the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
      3. the other party’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.
    2. Without affecting any other right or remedy available to us, we may suspend the supply of Services or all further deliveries of Goods under the Contract or any contract between us if you fail to pay any amount due under the Contract on the due date for payment, you become subject to any of the events listed in 5.1, or we reasonably believe that you are about to become subject to any of them.
    3. On termination of the Contract:
      1. you shall immediately pay all outstanding invoices and interest, and we shall submit an invoice in respect for any Services or Goods not supplied, such invoice shall be payable by you immediately on receipt;
      2. you shall return any material or equipment provided by us, or any Goods which have not been fully paid for. If you fail to do so, we may enter your premises and take possession of them. Until they have been returned, you shall be solely responsible for their safekeeping and will not use them for any purpose not connected with this Contract.
    4. Termination of the Contract shall not affect any rights, remedies, obligations and liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.
    5. Any provision of the Contract that expressly or by implication is intended to have effect after termination shall continue in full force and effect.
  3. Intellectual Property Rights
    1. We are the owner or the licensee of all intellectual property rights:
      1. in our Sites, and in the material published on it;
      2. in any documentation or materials provided as part of our Services; and
      3. in the Goods or any documentation or materials provided in connection with the Goods.
    2. Those works outlined in clause 6.1 are protected by copyright laws and treaties around the world. All such rights are reserved.
    3. We grant to you a licence to print off one copy, and download extracts, of any page(s) from our Sites for your personal use and you may draw the attention of others within your organisation to content posted on our Sites. You may not sub-license, assign or otherwise transfer any of the rights granted to you by us.
    4. You must not modify the paper or digital copies of any materials you have or been provided, printed off, or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.
    5. Our status (and that of any identified contributors) as the authors of content on our Sites must always be acknowledged and any copies you make of material from our Sites.
    6. You must not use any part of the content on our Sites or any of our documents or materials for commercial purposes without obtaining a licence to do so from us or our licensors. You may not make any copies of any Goods, or any content in any Goods, without obtaining our prior written consent.
    7. If you print off, copy or download any part of our Sites or other materials in breach of this Contract, your right to use our Sites will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.
  4. Limitation Of Liability: THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE
    1. Nothing in these Terms shall limit or exclude our liability for:
      1. death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors;
      2. fraud or fraudulent misrepresentation;
      3. breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or
      4. any other liability which cannot be limited or excluded by applicable law.
    2. Subject to clause 7.1, we will under no circumstances whatever be liable to you, your delegates, employees or agents, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
      1. any loss of profits, loss of sales or business, or revenue;
      2. loss or corruption of data, information or software;
      3. loss of business opportunity, contracts or agreements;
      4. loss of anticipated savings;
      5. loss of or damage to goodwill; or
      6. any indirect or consequential loss.
    3. Subject to clause 7.1, our total liability to you, your delegates, employees or agents, in respect of all losses arising under or in connection with the Contract, whether in contract, tort (including negligence), misrepresentation, restitution, breach of statutory duty, or otherwise, shall in no circumstances exceed the price of the Goods or Services.
    4. Except as expressly stated in these Terms, we do not give any representation, warranties or undertakings in relation to the Goods or Services. Any representation, condition or warranty which might be implied or incorporated into these Terms by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular but without limitation, we will not be responsible for ensuring that the Goods or Services are suitable for your purposes.
  5. Force Majeure
    1. For the purposes of this Contract, (Force Majeure Event) means an event, circumstances or causes beyond our control including but not limited to strikes, lock-outs or other industrial disputes (whether involving our workforce or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, sanctions, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm, extreme weather conditions or default of suppliers or subcontractors.
    2. We shall not be liable to you as a result of any delay or failure to perform our obligations under this Contract as a result of a Force Majeure Event.
    3. If the Force Majeure Event prevents us from providing any of the Services and/or Goods for more than 4 weeks, we shall, without limiting our other rights or remedies, have the right to terminate this Contract immediately by giving written notice to you.
  6. Other Important Terms
    1. Our right to vary these terms. We reserve the right to vary these Terms from time to time. Please check the introduction to when these Terms were last updated.
    2. Agency warranty. If you are acting as agent for individual delegates, you warrant that you are authorised by such delegates to accept these Terms on their behalf.
    3. Assignment and other dealings. We may transfer our rights and obligations under a Contract to another organisation, but this will not affect your rights or our obligations under these Terms. You may only transfer your rights or your obligations under these Terms to another person if we agree in writing.
    4. Communication between us. Any notice or other communication given by you to us, or by us to you, under or in connection with the Contract shall be in writing and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service or e-mail using the contact details set out on the invoice and on our [website] . The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
    5. Severance. Each of the clauses of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
    6. Third parties. This Contract is between you and us. No other person shall have any rights to enforce any of its terms.
    7. Governing law. This Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law.
    8. Jurisdiction. We both irrevocably agree that the English courts shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).