Skip to main content

Online Terms & Conditions for the Supply of Services

it is agreed as follows: – 

  1. ABOUT US
    1. Company details. Greener Practice C.I.C. (company number 13780521) (we and us) is a company registered in England and Wales and our registered office is at 12 Bingham Park Road, Sheffield S11 7BD, England. We operate the website, https://www.greenerpractice.co.uk/. 
    2. Contacting us. To contact us, email us at contact@greenerpractice.com. How to give us formal notice of any matter under the Contract is set out in clause 15.2.

Our regulator. We are authorised and regulated by the Regulator of Community Interest Companies.

  1. OUR CONTRACT WITH YOU
    1. Our contract. These terms and conditions (Terms) apply to the order by you and supply of Services by us to you (Contract). The following additional terms also apply to your use of our website, https://www.greenerpractice.co.uk/, and your use of the Services and are incorporated by reference into these Terms: (i) our Terms of Use https://greenerpractice.co.uk/terms-of-service/; (ii) our Acceptable Use Policy https://greenerpractice.co.uk/acceptable-use-policy/; (iii) our Privacy Policy https://greenerpractice.co.uk/privacy-policy/ and (iv) our Cookie Policy https://greenerpractice.co.uk/cookie-policy/ These Terms and the additional terms referred to in this clause 2.1 apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
    2. 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.
    3. Language. These Terms and the Contract are made only in the English language.
  2. PLACING AN ORDER AND ITS ACCEPTANCE

Placing your order. Please follow the onscreen prompts to place your 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 (Services) subject to these Terms and the additional terms referred to in clause 2.1.

Accepting your order. Our acceptance of your order takes place when we send an email to you to accept it (Order Confirmation), i.e. a welcome email or materially equivalent or similar action, at which point and on which date (Commencement Date) the Contract between you and us will come into existence. The Contract will relate only to those Services confirmed in the Order Confirmation.

If we cannot accept your order. If we are unable to supply you with the Services for any reason, we will inform you of this by email and we will not process your order. If you have already paid for the Services, we will refund you the full amount.

  1. No CANCELLATION RIGHTS
    1. We only provide our Services to businesses and professionals for their own professional development in connection with their trade, business or profession. By creating an account with us or ordering our Services, you are confirming (and you warrant and represent) that you are a medical professional, manager or administrator in the medical sector or that you represent a business in the medical sector. As a consequence, you are not deemed to be a “consumer” under the laws of England and Wales when contracting with us, and you do not benefit from protections such as a 14-day cooling-off period.
  2. OUR SERVICES
    1. Reasonable care and skill. We warrant to you that the Services will be provided using reasonable care and skill.
  3. YOUR OBLIGATIONS
    1. It is your responsibility to ensure that:
      1. the terms of your order are complete and accurate;
      2. you cooperate with us in all matters relating to the Services;
      3. you provide us with such information and materials we may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects; and

you comply with our Network Members Charter and our WhatsApp Charter, as set out on our website, https://www.greenerpractice.co.uk/, at all times in your use of the Services.

. 

  1. If our ability to perform the Services is prevented or delayed by any failure by you to fulfil any obligation listed in clause 6.1 (Your Default):
    1. 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 13;
    2. 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
    3. 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.
  2. CHARGES
    1. In consideration of us providing the Services you must pay our charges (Charges) in accordance with this clause 7.

The Charges are the prices quoted on our site at the time you submit your order. 

.

  1. We use our best efforts to ensure that the prices stated for the Services are correct at the time when the relevant information was entered into the system.

Our Charges may change from time to time, but changes will not affect any order you have already placed.

Our Charges are exclusive of any applicable 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.

It is always possible that, despite our best efforts, our website, https://www.greenerpractice.co.uk/, may refer to incorrect prices for the Services. If you think the price for the Services that you wish to order is wrong, please email us at contact@greenerpractice.com before proceeding with the order. By proceeding with the order you are accepting the price as advertised.

  1. HOW TO PAY
    1. Payment for the Services is annually in advance. We will take your first payment upon acceptance of your order and will take subsequent payments annually in advance thereafter for so long as we continue to supply the Services to you.
    2. You can pay for the Services: (i) via our website, https://www.greenerpractice.co.uk/, using a debit card or credit card; or (ii) via invoice if we (in our sole but reasonable discretion) agree to afford you such a payment method option. By submitting payment information to us when you make any order for and purchase the Services you warrant that you are entitled, or authorised, to use that payment method.

.

.

  1. INTELLECTUAL PROPERTY RIGHTS

All intellectual property rights in or arising out of or in connection with the Services (other than intellectual property rights in any materials provided by you) will be owned by us or our licensors.

We agree to grant you a fully paid-up, worldwide, non-exclusive, royalty-free licence during the term of the Contract to copy the deliverables specified in your order (excluding materials provided by you) for the purpose of receiving and using the Services and such deliverables in your business. You may not sub-license, assign or otherwise transfer the rights granted in this clause 9.1.

.

  1. HOW WE MAY USE YOUR PERSONAL INFORMATION
    1. We will use any personal information you provide to us to:
      1. provide the Services;
      2. process your payment for the Services; and
      3. inform you about similar services that we provide, but you may stop receiving these at any time by contacting us.
    2. We will process your personal information in accordance with our Privacy Policy https://greenerpractice.co.uk/privacy-policy/ and Cookie Policy https://greenerpractice.co.uk/cookie-policy/, the terms of which are incorporated into this Contract.
  2. LIMITATION OF LIABILITY: 

We have obtained insurance cover in respect of our own legal liability for individual claims not exceeding £2,000,000 per claim. The limits and exclusions in this clause 11 reflect the insurance cover we have been able to arrange and you are responsible for making your own arrangements for the insurance of any excess loss.

  1. Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
    1. death or personal injury caused by negligence;
    2. fraud or fraudulent misrepresentation; and
    3. breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
  2. Subject to clause 11.2, 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:
    1. loss of profits;
    2. loss of sales or business;
    3. loss of agreements or contracts;

loss of anticipated savings;

  1. loss of use or corruption of software, data or information;
  2. loss of or damage to goodwill; and
  3. any indirect or consequential loss.
  1. Subject to clause 11.2, 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 the total Charges paid or payable under the Contract.
  2. 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 six months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
  3. This clause 11 will survive termination of the Contract.
  4. CONFIDENTIALITY

We each undertake that we will not at any time during the Contract, and for a period of five years after termination of the Contract, disclose to any person any confidential information concerning one another’s business, affairs, customers, clients or suppliers, except as permitted by clause 12.2.

  1. We each may disclose the other’s confidential information:
    1. to such of our respective employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of exercising our respective rights or carrying out our respective obligations under the Contract. We will each ensure that such employees, officers, representatives, subcontractors or advisers comply with this clause 12; and
    2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
  2. Each of us may only use the other’s confidential information for the purpose of fulfilling our respective obligations under the Contract.
  3. TERMINATION, CONSEQUENCES OF TERMINATION AND SURVIVAL
    1. Termination. 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:
      1. you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within 30 days of you being notified in writing to do so;
      2. you fail to pay any amount due under the Contract on the due date for payment;

you take any step or action in connection with you entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, 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;

  1. you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or

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.

  1. Consequences of termination
    1. Termination of the Contract will not affect your or our rights and remedies that have accrued as at termination.
  2. Survival. 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.
  1. EVENTS OUTSIDE OUR CONTROL
    1. 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 (Event Outside Our Control).
    2. If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:
      1. we will contact you as soon as reasonably possible to notify you; and
      2. our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. We will arrange a new date for performance of the Services with you after the Event Outside Our Control is over.

You may cancel the Contract affected by an Event Outside Our Control which has continued for more than 30 days. To cancel under this clause 14.3 please email us at contact@greenerpractice.com. If you opt to cancel under this clause 14.3 we will refund the price you have paid, less the charges reasonably and actually incurred us by in performing the Services up to the date of the occurrence of the Event Outside Our Control.

  1. COMMUNICATIONS BETWEEN US
    1. When we refer to “in writing” in these Terms, this includes email.
    2. Any notice or other communication given 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, or email.
    3. A notice or other communication is deemed to have been received:
      1. if delivered personally, on signature of a delivery receipt or at the time the notice is left at the proper address;
      2. 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; or
      3. if sent by email, at 9.00 am the next working day after transmission.
    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.
    5. The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.
  2. GENERAL
    1. Assignment and transfer

We may assign or transfer our rights and obligations under the Contract to another entity but will always notify you in writing or by posting on this webpage if this happens.

  1. You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.
  1. 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).
  2. 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.
  3. 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.
  4. Third party rights. The Contract is between you and us. No other person has any rights to enforce any of its terms.
  5. Governing law and jurisdiction. The Contract is governed by the laws of England and Wales 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.