Terms and Conditions

CAROLYN SPRING LTD

STANDARD TERMS OF BUSINESS

Last updated: 1 March 2024

You should print a copy of these terms and conditions for your future reference.

By placing an order on our site, you agree to these Terms and that these Terms take precedence over any other terms and conditions including your own terms of business, any course of dealing or any industry practice.

By placing an order through our sites, you warrant and confirm that:

  1. You are legally capable of entering into binding contracts;
  2. You are at least 18 years old;
  3. All information with which you provide us is materially true and accurate at all times and not misleading in any way;
  4. You will only use a Course, Membership, digital or tangible material (including Downloadable Material) for your business or own personal use and you may not sell, publish or distribute such document or use it in whole or in part to create another document.
  5. You agree to keep user details and your password for the sites confidential at all times and to not disclose them to any third party. You must notify us immediately if you become aware of any unauthorised use of your account and you shall indemnify us against all claims, damages, losses, costs or expenses (including professional fees) and any other liability that arises from any unauthorised use of your account.

1. Who we are

‘We’ are Carolyn Spring Ltd, a company registered in England number 11109933, whose registered office address is Arrive Blue, MediaCityUK, Salford, M50 2ST.

2. Interpretation

2.1 The definitions and rules of interpretation in this clause apply to these Terms.

Contract: The contract between you and us for the supply of Services and/or Goods in accordance with these Terms.

Downloadable Material: Any content published by us on our website at www.carolynspring.com or our membership site at www.traumarecoverycommunity.com, including but not limited to items for sale (whether for payment or at zero cost) at www.carolynspring.com/shop or www.carolynspring.com/free-downloads) which are purchased as items separate to the purchase of a Course or payment for a Membership, including but not limited to PDF versions of blog posts, transcripts for podcasts, infographics or posters, books, booklets or Resource Guides.

Intellectual Property Rights: Patents, rights to inventions, copyright and related rights, moral rights, trademarks, trade names and domain names, rights in get-up, rights in goodwill or to sue for passing off, rights in designs, rights in computer software, database rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which may now or in the future subsist in any part of the world.

Course: An online training course or webinar made available by us via our website to customers who have paid for an individual licence or for organisations who by separate arrangement with us have paid for a number of individual licences.

Services: The services that we are providing to you on these Terms.

Terms: The terms and conditions set out in this document.

Writing or Written: Includes email.

2.2 The headings do not affect the interpretation of these Terms.

2.3 A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.

2.4 Unless the context otherwise requires, words in the singular include the plural and in the plural include the singular.

3. Basis of Agreement

3.1 These Terms constitute the entire agreement between you and us. You acknowledge that you have not relied on any statement, promise or representation made or given by or on behalf of us that is not set out in these Terms.

3.2 These Terms take precedence over any other terms and conditions (including your own terms of business) and any course of dealing or industry practice.

4. Data protection

We collect and process personal data in accordance with our Privacy Notice, which can be viewed at www.carolynspring.com/privacy-notice.

5. Intellectual property

We are the owner or the licensee of all Intellectual Property Rights and all other rights in the Services and any materials, content or other work provided as part of any Goods or Services supplied by us, and nothing in these Terms of otherwise shall operate to transfer the ownership of the Intellectual Property Rights in the Services or such materials.

6. General

A person who is not party to these Terms shall not have any rights under or in connection with them under the Contracts (Rights of Third Parties) Act 1999.

7. Written communications

You agree that our communication with you will be mainly electronic and via email.  We may however also provide you with information by posting notices on our site. You agree that all contracts, notices, information and other communications that we provide to you electronically comply with any legal requirement that such communications be in writing.  This condition does not affect your statutory rights.

8. Notices

All notices given by you to us must be given to Carolyn Spring at Arrive Blue, Salford, M50 2ST. We may give notice to you at the e-mail address you provide to us when placing an order.  Notice will be deemed received and properly served 24 hours after an e-mail is sent, or three days after the date of posting of any letter.  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 e-mail, that such e-mail was sent to the specified e-mail address of the addressee.

9. Transfer of rights and obligations

9.1 You may not transfer, assign or otherwise dispose of a Contract, or any of your rights or obligations arising under it, without our prior written consent.

9.2 We may transfer, assign, charge, sub-contract or otherwise dispose of a Contract, or any of our rights or obligations arising under it, at any time during the term of the Contract.

10. 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 a Contract that is caused by events outside our reasonable control.

11. Waiver

11.1 If we fail, at any time during the term of a Contract, to insist upon strict performance of any of your obligations under the Contract or any of these terms and conditions, or if we fail to exercise any of the rights or remedies to which we are entitled under the Contract, this shall not constitute a waiver of such rights or remedies and shall not relieve you from compliance with such obligations.

11.2 A waiver by us of any default shall not constitute a waiver of any subsequent default.

11.3 No waiver by us of any of these terms and conditions shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing in accordance with clause 14 above.

12. Severability

If any of these terms and Conditions or any provisions of a Contract are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.

13. Entire agreement

13.1 These terms and conditions and any document expressly referred to in them represent the entire agreement between us in relation to the subject matter of any Contract and supersede any prior agreement, understanding or arrangement between us, whether oral or in writing.

13.2 We each acknowledge that, in entering into a Contract, neither of us has relied on any representation, undertaking or promise given by the other or be implied from anything said or written in negotiations between us prior to such Contract except as expressly stated in these terms and conditions.

13.3 Neither of us shall have any remedy in respect of any untrue statement made by the other, whether orally or in writing, prior to the date of any Contract (unless such untrue statement was made fraudulently) and the other party’s only remedy shall be for breach of contract as provided in these terms and conditions.

14. Our right to vary these terms and conditions

14.1 We have the right to revise and amend these terms and conditions from time to time.

14.2 You will be subject to the policies and terms and conditions in force at the time that you order Courses from us, unless any change to those policies or these terms and conditions is required to be made by law or governmental authority (in which case it will apply to orders previously placed by you), or if we notify you of the change to those policies or these terms and conditions before we send you the Download Confirmation (in which case we have the right to assume that you have accepted the change to the terms and conditions, unless you notify us to the contrary within seven working days of receipt by you of the Course).

15. Law and jurisdiction

Contracts for the purchase of Courses through our site and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) will be governed by English law.  Any dispute or claim arising out of or in connection with such Contracts or their formation (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the courts of England and Wales.

16. Our terms for online courses

This section specifically tells you the terms and conditions (Terms) on which we supply any of the courses or webinars (‘Courses’) listed on our website at www.carolynspring.com to you. Please read these Terms carefully before ordering any Courses from our site as you will be bound by them.

16.1 How the contract is formed between us

16.1.1 After placing an order, you will receive an on-screen notification acknowledging that we have received your order.  Please note that this does not mean that your order has been accepted.  Your order is an offer to us to buy a Course.  All orders are subject to acceptance by us, and we will confirm such acceptance to you by sending you an e-mail that confirms that the Course is available for access or download (the Download Confirmation).  The contract between us (Contract) will only be formed when we send you the Download Confirmation. We reserve the right to cancel the Contract for any reason without explanation and if we do so we will refund the full monies paid by you.

16.1.2 The Contract will relate only to those Courses whose access or download we have confirmed in the Download Confirmation email.  We will not be obliged to supply any other Courses that may have been part of your order until the access or download of such Course has been confirmed in a separate Download Confirmation.

16.1.3 If you are purchasing a Course as a consumer (as defined in the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013) – namely you are buying the course as an individual acting for purposes which are wholly or mainly outside of your trade, business, craft or profession – the following shall apply:

  1. you have the right to cancel this agreement within 14 days of the date of this agreement by emailing us at cancel@carolynspring.com or by writing to us at our registered office address. To meet the cancellation deadline, it is sufficient for you to send your communication concerning your exercise of the right to cancel before the cancellation period has expired. If you cancel this agreement, we will reimburse to you all payments received from you in relation to the agreement within 14 days after the date on which we were informed about your decision to cancel this Contract; and
  2. notwithstanding paragraph 1.3(1) above, you agree that we may begin the supply of digital content not on a tangible medium before the end of the cancellation period set out in paragraph 1.3(1) above and you acknowledge that you will lose your cancellation rights in relation to such digital content; and
  3. in relation to the provision of any additional services under this Contract:
    1. you hereby request immediate performance of the Contract and acknowledge that you will lose your right of withdrawal from the Contract once the service contract is fully performed; and
    2. if you cancel the Contract before the services have been fully performed, you agree that you will pay for the supply of the service for the period for which they are supplied. The amount payable will be in proportion to what has been supplied, in comparison with the full coverage of the Contract.

If you are not purchasing as a consumer (for example, but not limited to, as part of your work as a mental health professional), the above provisions shall not apply.

16.2 Availability

16.2.1 Your order will be fulfilled automatically on your receipt of the Download Confirmation but in the event that our automated systems do not work immediately, please contact us at info@carolynspring.com to advise us that the Course has not been made available for access or download. As our systems are automated, we shall not be liable for any delay in the access to or download of any Course. We also shall not be liable for any delay in the access to or download of any Course if you have wrongly entered your email address in the order form, or if the Download Confirmation email does not arrive.

16.2.2 Any digital materials included as part of the course require the following hardware and software and other functional requirements in order to be fully used: an up-to-date web browser, a broadband internet connection, speakers for the playing of sound, and any other technical functionality as normally required to access pages on the internet.

16.3 Title and Intellectual Property

16.3.1 You will only be entitled to use the Course when we receive full payment of all sums due in respect of the Course.

16.3.2 As between us and you, all Intellectual Property Rights and all other rights in any Course shall be owned by us. We license all such rights to you on a non-exclusive basis only to such extent as is necessary to enable you to make reasonable use of the Course.

16.3.3 We shall enforce our Intellectual Property Rights in the Course to the fullest extent possible by law and DISTRIBUTING (WHETHER FOR PAYMENT OR OTHERWISE), PUBLISHING, SELLING OR DISCLOSING A COURSE IS STRICTLY PROHIBITED.

16.3.4 You may not share access to your online account on our site with any other person and allow them to use your account to use our Course. Each purchase grants a licence for one Course to one person (You) only.

16.3.5 You may not without our prior written consent make any audio or visual recordings of any part of the course. Any downloads of material made available as part of the course should remain at all times in your possession and not be shared, sold, published, or distributed, and reasonable care should be taken to secure any of your devices on which our material is stored so that it cannot be accessed by unauthorised individuals.

16.3.6 The materials we deliver as part of the Course do not in any way constitute advice or recommendations. We are providing training and guidance only. We are not able to advise you on your individual circumstances and shall not be liable for any reliance placed by you on the materials within the course.

16.3.7 We will endeavour to ensure that all information that we provide within the course is accurate and up-to-date but we shall not be liable for any claims arising from such information being inaccurate or not up-to-date or otherwise.

16.4 Price and payment

16.4.1 The price of any Course will be as quoted on our site from time to time, except in cases of obvious error.

16.4.2 These prices include VAT where applicable except where expressly stated otherwise.

16.4.3 Where your order includes ongoing access to the course materials (for example when it is offered with ‘lifetime access’), this means that the material can be downloaded and held by you indefinitely. However, we do not warrant to continue to provide the material for access via our website indefinitely, but should it be removed from our website we will endeavour to provide you with at least one month’s notice (except where the removal of said content is beyond our control) so that you can take steps to download any material that you would like to continue to use and have ‘lifetime access’ to.

16.4.4 Our intention is to provide the best material possible on each Course, and so from time to time it may be necessary for us to update the contents of a Course in order to improve it, correct errors or include new research or learnings. Such minor updates will be provided at no further cost to you, and no notice will be given up of these updates. If you wish to retain the Course in the status in which you first purchased it, we recommend that you download it in its entirety immediately after purchase.

16.4.5 Prices are liable to change at any time, but changes will not affect orders in respect of which we have already sent you a Download Confirmation.

16.4.6 Payment for all Courses must be by such payment method as is specified on our website. If we provide the option to pay by PayPal, you must have a valid PayPal account in order to purchase a Course.

16.5 Refunds

16.5.1 As you are able to download, make use of, download and copy the Course immediately, we will only offer refunds or exchanges in very limited circumstances at our discretion and only where there is clear evidence from our Learning Management System (LMS) software that the purchased content has not been accessed or started. We may at our discretion charge an administration fee not exceeding 50% of the original purchase price for this option in order to cover the cost of staff time to effect the change.

16.5.2 We will usually refund any money received from you using the same method originally used by you to pay for your purchase.

16.6 Our Liability

16.6.1 Our Courses are provided on an “as is” basis without any representations or endorsements made and without any warranty of any kind whether express or implied, other than where you are purchasing our Courses as a consumer in which case the implied warranties of fitness for purpose, merchantability and accuracy shall apply.

16.6.2 Nothing in these terms attempts to exclude or limit any liability for death or personal injury caused by our negligence (or any other matter for which we are not able to limit or exclude our liability due to applicable law).

16.6.3 If, for any reason, we are liable for any damages, our total liability shall be limited to the amount of the Course purchased.

16.6.4 By purchasing a Course, you agree that in no circumstance shall we be liable for any indirect, incidental, special or consequential damages, including, but not limited to:

  1. loss of income or revenue
  2. loss of business
  3. loss of profits or contracts
  4. loss of anticipated savings
  5. loss of data, or
  6. waste of management or office time

however arising and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable arising out of or in any way connected with the use of a Course, under any law or on any basis whatsoever whether contractual or otherwise.

16.6.5 By placing an order for a Course, you agree that in no circumstances shall anything said in the Course be construed as professional advice and you should not rely on it as such. You agree that the contents of a Course are intended for information and general guidance only. You agree that professional advice should be obtained before taking or refraining from taking any action as a result of the contents of a Course. We disclaim all liability and responsibility arising from any reliance placed on any of the contents of a Course.

17. Our terms for Downloadable Material

This section specifically tells you the terms and conditions (Terms) on which we supply any Downloadable Material from our website.

Please read these Terms carefully before downloading any content from our site as you will be bound by them.

17.1 How the contract is formed between us

17.1.1 After placing an order, you will receive an on-screen notification acknowledging that we have received your order.  Please note that this does not mean that your order has been accepted.  Your order is an offer to us to buy the Downloadable Material.  All orders are subject to acceptance by us, and we will confirm such acceptance to you by sending you an e-mail that confirms that the Downloadable Material is available for access or download (the Download Confirmation).  The contract between us (Contract) will only be formed when we send you the Download Confirmation.

17.1.2 The Contract will relate only to those Downloadable Materials whose access or download we have confirmed in the Download Confirmation email.  We will not be obliged to supply any other Downloadable Materials that may have been part of your order until the access or download of such Downloadable Material has been confirmed in a separate Download Confirmation.

17.1.3 If you are purchasing a Downloadable Material as a consumer (as defined in the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013) – namely you are buying the course as an individual acting for purposes which are wholly or mainly outside of your trade, business, craft or profession – the following shall apply:

  1. you have the right to cancel this agreement within 14 days of the date of this agreement by emailing us at cancel@carolynspring.com or by writing to us at our registered office address. To meet the cancellation deadline, it is sufficient for you to send your communication concerning your exercise of the right to cancel before the cancellation period has expired. If you cancel this agreement, we will reimburse to you all payments received from you in relation to the agreement within 14 days after the date on which we were informed about your decision to cancel this Contract; and
  2. notwithstanding paragraph 17.1.3.1 above, you agree that we may begin the supply of digital content not on a tangible medium before the end of the cancellation period set out in paragraph 17.1.3.1 above and you acknowledge that you will lose your cancellation rights in relation to such digital content; and
  3. in relation to the provision of any additional services under this Contract:
    1. you hereby request immediate performance of the Contract and acknowledge that you will lose your right of withdrawal from the Contract once the service contract is fully performed; and
    2. if you cancel the Contract before the services have been fully performed, you agree that you will pay for the supply of the service for the period for which they are supplied. The amount payable will be in proportion to what has been supplied, in comparison with the full coverage of the Contract.

If you are not purchasing as a consumer (for example, but not limited to, as part of your work as a mental health professional), the above provisions shall not apply.

17.2 Availability

17.2.1 Your order will be fulfilled automatically on your receipt of the Download Confirmation but in the event that our automated systems do not work immediately, please contact us on info@carolynspring.com to advise us that the Downloadable Material has not been made available for access or download. As our systems are automated, we shall not be liable for any delay in the access to or download of any Downloadable Material. We also shall not be liable for any delay in the access to or download of any Downloadable Material if you have wrongly entered your email address in the order form, or the Download Confirmation email does not arrive.

17.2.2 Any Downloadable Material requires the following hardware and software and other functional requirements in order to be fully used: an up-to-date web browser, a broadband internet connection, and any other technical functionality as normally required to access pages on the internet including a PDF reader.

17.3 Title and Intellectual Property

17.3.1 You will only be entitled to use the Downloadable Material when we receive full payment of all sums due in respect of the Downloadable Material.

17.3.2 As between us and you, all Intellectual Property Rights and all other rights in any Downloadable Material shall be owned by us. We license all such rights to you on a non-exclusive basis only to such extent as is necessary to enable you to make reasonable use of the Downloadable Material.

17.3.3 We shall enforce our Intellectual Property Rights in the Downloadable Material to the fullest extent possible by law and DISTRIBUTING (WHETHER FOR PAYMENT OR OTHERWISE), PUBLISHING, SELLING OR DISCLOSING A DOWNLOADABLE MATERIAL IS STRICTLY PROHIBITED WITHOUT AGREEMENT FROM US IN WRITING.

17.3.4 You may not share access to your online account on our site with any other person and allow them to use your account to use our Downloadable Material.

17.3.5 You may not without our prior written consent make any audio or visual recordings of any part of the Downloadable Material. The Downloadable Material should remain at all times in your possession and not be shared, sold, published, or distributed, and reasonable care should be taken to secure any of your devices on which our material is stored so that it cannot be accessed by unauthorised individuals.

17.3.6 The Downloadable Material does not in any way constitute advice or recommendations. We are providing information and guidance only. We are not able to advise you on your individual circumstances and shall not be liable for any reliance placed by you on the Downloadable Material.

17.3.7 We will endeavour to ensure that all information that we provide within the Downloadable Material is accurate and up-to-date but we shall not be liable for any claims arising from such information being inaccurate or not up-to-date or otherwise.

17.4 Price and payment

17.4.1 The price of any Downloadable Materials will be as quoted on our site from time to time, except in cases of obvious error.

17.4.2 These prices include VAT where applicable except where expressly stated otherwise.

17.4.3 For the avoidance of doubt, these terms also apply to any Downloadable Material which is offered by us at zero cost.

17.4.4 Prices are liable to change at any time, but changes will not affect orders in respect of which we have already sent you a Download Confirmation.

17.4.5 Payment for all Downloadable Material must be by such payment method as is specified on our website. If we provide the option to pay by PayPal, you must have a valid PayPal account in order to purchase a Course.

17.5 Refunds

17.5.1 As you are able to download, make use of, download and copy the Downloadable Material immediately, we do not offer any refunds.

17.6 Our Liability

17.6.1 Our Downloadable Material is provided on an “as is” basis without any representations or endorsements made and without any warranty of any kind whether express or implied, other than where you are purchasing our Downloadable Material as a consumer in which case the implied warranties of fitness for purpose, merchantability and accuracy shall apply.

17.6.2 Nothing in these terms attempts to exclude or limit any liability for death or personal injury caused by our negligence (or any other matter for which we are not able to limit or exclude our liability due to applicable law).

17.6.3 If, for any reason, we are liable for any damages, our total liability shall be limited to the amount of the Downloadable Material purchased.

17.6.4 By purchasing a Downloadable Material, you agree that in no circumstance shall we be liable for any indirect, incidental, special or consequential damages, including, but not limited to:

  1. loss of income or revenue
  2. loss of business
  3. loss of profits or contracts
  4. loss of anticipated savings
  5. loss of data, or
  6. waste of management or office time

however arising and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable arising out of or in any way connected with the use of a Downloadable Material, under any law or on any basis whatsoever whether contractual or otherwise.

17.6.5 By placing an order for a Downloadable Material, you agree that in no circumstances shall anything said in or on the Downloadable Material be construed as professional advice and you should not rely on it as such. You agree that the contents of a Downloadable Material are intended for information and general guidance only. You agree that professional advice should be obtained before taking or refraining from taking any action as a result of the contents of a Downloadable Material. We disclaim all liability and responsibility arising from any reliance placed on any of the contents of a Downloadable Material.

 

18. TRAUMA RECOVERY COMMUNITY TERMS AND CONDITIONS

This section specifically tells you the terms and conditions (Terms) on which we supply membership of the Trauma Recovery Community (‘Membership’) operated by Carolyn Spring Ltd on our website at https://traumarecoverycommunity.com/ to you. By applying to be a member of our Membership, you agree to the following Terms and that these prevail over any inconsistent terms or conditions contained, or referred to, elsewhere or as implied by law, trade custom, practice or course of dealing.

Any content posted or submitted by you to our site in the course of your Membership is subject at all times to the Acceptable Use Policy, in clause 18.5.

Where you are a corporate entity, “you” as used in these Terms shall be deemed to include your officers and employees and you shall procure that such officers and employees fully comply with these Terms.

The agreement is between us and you, the person or entity registering to be a member (“you”) and which is subject to these Terms (“Contract”), shall come into effect upon us emailing you to confirm our acceptance of your registration form for the membership and shall continue until terminated in accordance with these Terms.

18.1. How the contract is formed between us

18.1.1 After placing an order on www.traumarecoverycommunity.com to purchase a plan or membership, you will receive an on-screen notification that we have received your order. Please note that this does not mean that your order has been accepted. Your order is an offer to us to purchase access for a minimum period of one month to a membership category of the ‘Trauma Recovery Community’. All orders are subject to acceptance by us, and you will receive an email that confirms that you have access to the ‘Trauma Recovery Community’ for a period of one month. The contract between us (Contract) will only be formed when we send you the Order Confirmation email.

18.1.2 If at any stage you have made an error in any of the details of your order, you may email us at info@carolynsrping.com to correct these errors.

18.2 Membership

18.2.1 There are various different levels of membership, which may change from time to time.

18.2.2 We may at our absolute discretion refuse membership to any person or entity and we shall not be obliged to state our reasons for such refusal.

18.2.3 Memberships shall continue unless they are terminated by either of us in accordance with clause 18.7 below.

18.2.4 The online materials of the Membership are held on third party secure servers and we have taken all reasonable steps to ensure that the online content will be available at all times during the course of the Membership but in the event that such content (or any content added by you or other participants in the Membership) is not available in whole or in part at any time, or becomes corrupted, is deleted or is failed to be stored, we shall have no liability in any circumstances.

18.2.5 You may only communicate with the other members in the membership for the purposes of making use of the membership and may not make unsolicited promotions of your goods or services to such members.

18.2.6 The materials we deliver as part of your Membership do not in any way constitute advice or recommendations. We are providing training and guidance only and nothing that we shall should be construed as professional advice.

18.2.7 The Membership will be provided over the course of a month and shall be delivered through the Trauma Recovery Community website as detailed on the information page at www.traumarecoverycommunity.com 

18.2.8 The date and time of all sessions in the Membership are as set out on the site or as otherwise communicated to you, but are subject to change. We will provide you with as much notice of any change as is possible, but we shall not be liable to you in any way for any change to such dates or times. Please check the site regularly for updates on changes to dates and times.

18.2.9 If you are unable to attend a live Session, we shall endeavour to provide you with a replay to watch at your convenience. We shall not be obliged to refund you any amounts paid in relation to such live sessions that you do not attend or live recordings which we do not make available for viewing for whatever reason.

18.3 Payment

18.3.1 The total price payable for the Membership is as set out on the order form. Where there is a minimum term, this shall also be set out on the order form. You may make payment via the methods that are specified on the order form. Where the payments are stated on the order form to be made in instalments or are recurring payments, you agree that we may take these payments automatically without any further consent or notice from you. If you are paying in monthly instalments, payments will be taken on the date of registration and on the same date of subsequent months so for example if registration is on 28 May, the next payment will be taken on 28 June.

18.3.2 Without prejudice to any other right or remedy that we may have, if any sum payable under these terms is not paid within 7 days of the date due we reserve the right to (i) charge interest from the date due for payment to the actual date of payment at the rate of 3% above the base rate of the Bank of England from time to time in force and/or (ii) suspend the Membership until such time as payment is made or the Contract is terminated.

18.3.3 The total price payable as set out in the order form is inclusive of Value Added Tax and no refunds or discounts shall be made for individuals or businesses who are entitled not to pay Value Added Tax. Any responsibility for claiming back Value Added Tax from an overseas territory remains your entire responsibility and you indemnify us against any such payments.

18.3.4 All payments are non-refundable other than as set out in paragraph 18.7.2 and 18.7.3 below.

18.4 Our obligations

18.4.1 We warrant to you that the Membership is of satisfactory quality and reasonably fit for the purpose for which you purchased the Membership.

18.4.2 Other than as set out in paragraph 18.4.1 above, all warranties and representations are excluded to the fullest extent permitted by law. Due to the nature of training and the fact that your success is dependent on a number of factors over which we have no control, we do not guarantee any particular results.

18.4.3 We will endeavour to ensure that all information that we provide is accurate and up-to-date but we shall not be liable for any claims arising from such information being inaccurate or not up-to-date or otherwise.

18.5 Acceptable Use Policy 

18.5.1 As part of your Membership you must not breach client confidentiality at any time through your use of the site or participation in sessions and you indemnify us against claims made as a result of any such breach for which you are responsible.

18.5.2 You agree that your behaviour will always meet professional ethical standards during your membership and that if at any time at our sole discretion we deem your behaviour to have fallen below these standards, we shall be entitled to terminate your Membership with immediate effect and with no refund of monies paid.

18.5.3 You agree not to violate any laws or regulations or to violate any intellectual property or the personal rights of others.

18.5.4 You agree not to use violence, threats of violence, or threats of harm.

18.5.5 You agree not to harass or attack any person or a community based on attributes such as race, ethnicity, national origin, sex, gender, sexual orientation, religious affiliation, or disabilities.

18.5.6 You agree to take reasonable care to ensure that no viruses, malware, phishing or spam is uploaded by you onto our membership site.

18.6 Data Protection

18.6.1 We collect and process personal data in accordance with our Privacy Notice, which can be viewed at www.carolynspring.com/privacy-notice.

18.6.2 You agree to your profile page being visible to other members of the Membership and to take full responsibility for the contents thereof

18.6.3 You agree to your public comments and interactions being visible to other members of the Membership

18.7 Term and termination

18.7.1 The Contract shall continue until your membership expires, other than for the Terms that are specifically stated to remain in force which will survive termination of the Contract.

    1. 18.7.2 If you are purchasing as a consumer (as defined in the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 – namely you are buying the membership as an individual acting for purposes which are wholly or mainly outside of your trade, business, craft or profession – the following shall apply:
      1. you have the right to cancel this agreement within 14 days of the date of this agreement by emailing us at info@carolynspring.com or cancelling your subscription within the website. To meet the cancellation deadline, it is sufficient for you to send your communication concerning your exercise of the right to cancel before the cancellation period has expired. If you cancel this agreement, we will reimburse to you all payments received from you in relation to the agreement within 14 days after the date on which we were informed about your decision to cancel this Contract; and
      2. notwithstanding paragraph 7.2.1 above, you agree that we may begin the supply of digital content not on a tangible medium before the end of the cancellation period set out in such paragraph and you acknowledge that you will lose your cancellation rights in relation to such digital content; and
      3. in relation to the provision of any services under this Contract:
      4. you hereby request immediate performance of the Contract and acknowledge that you will lose your right of withdrawal from the Contract once the service contract is fully performed; and
      5. if you cancel the Contract before the services have been fully performed, you agree that you will pay for the supply of the service for the period for which they are supplied. The amount payable will be in proportion to what has been supplied, in comparison with the full coverage of the Contract.
      6. if you are not purchasing the membership as a consumer, the above provisions shall not apply.

18.7.3 After any initial membership term (as stated on the order form) has expired, you may terminate your Membership and the Contract at any time by emailing us at info@carolyspring.com or cancelling your subscription within your account on the website. Subject to paragraph 18.7.2 above, no refunds will be provided. Where you have set up recurring payments, it is your responsibility to terminate these payments.

18.7.4 Notwithstanding the provisions of this paragraph, either of us may terminate the Contract on written notice to the other with immediate effect if at any time:

      1. the other commits any serious or repeated breach or non-observance of any of the provisions of these Terms; or
      2. the other (i) makes a resolution for its winding up, (ii) makes an arrangement or composition with its creditors, (iii) makes an application to a court of competent jurisdiction for protection from its creditors, (iv) is unable to pay its debts, (v) ceases trading or an administration or winding-up order is made or an administrator or receiver is appointed in relation to such party, (vi) is declared bankrupt or (vii) is convicted of a custodial offence (other than a road traffic offence); or
      3. the other party commits any fraud or dishonesty or acts in any manner which in the opinion of the terminating party brings or is likely to bring the terminating party into disrepute or is materially adverse to the interests of the terminating party.

18.7.5 On or before the date of termination of the Contract, you shall immediately pay any unpaid fees or other sums payable under these Terms (which for the avoidance of doubt shall include any remaining instalments regardless of the point at which the Contract is terminated).

    1. 18.7.6 Termination of this agreement shall not affect either of our accrued rights, remedies, obligations and liabilities of either of us as at the date of termination of this Contract, including the right to claim damages in respect of any breach of the Contract that existed at or before the date of termination.
    2. 18.7.7 Any delay by us in exercising our right to terminate the Contract shall not constitute a waiver of our right to terminate or to seek any other remedy.
    3. 18.7.8 Paragraphs which expressly or by implication have effect after termination of the Contract shall continue in full force and effect after the date of termination of the Contract.
    4. 18.7.9 This paragraph 18.7 shall survive termination of the Contract.
    5. 18.7.10 Where the Contract expires, this shall be treated as a termination for the purposes of all paragraphs that refer to “termination”.

18.8 Liability

18.8.1 We shall not be liable for any loss of profits, loss of business, depletion of goodwill and/or similar losses, loss of anticipated savings, loss of goods, loss of contract, loss of corruption of data or information or any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses suffered or incurred by the you as a result of you entering into the Contract and/or us providing the Membership.

18.8.2 Our total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance or contemplated performance of the Contract shall in all circumstances be limited to the price paid by you for the Membership.

18.8.3 If we are prevented from or delayed in performing our obligations by your act or omission or by any circumstance outside of our control (including illness or incapacity), we shall not be liable to you for any costs, charges or losses sustained or incurred by you that arise directly or indirectly from such prevention or delay.

18.8.4 We may, without any liability to you or any obligation to make a refund, make changes to (i) the Membership, (ii) any of the Materials, (iii) the location of venues, (iv) the time and date of sessions, (v) trainers, instructors or coaches or (vi) the modality of delivery of the membership.

18.8.5 Nothing in this paragraph 8 shall limit our liability for death or personal injury caused by our negligence or for our fraud or fraudulent misrepresentation or for any matter for which it would be illegal for us to exclude, or attempt to exclude, our liability.

18.8.6 The provisions of this paragraph 8 shall survive termination of the Contract.

18.8.7 You acknowledge and agree that:

      1. The Contract constitutes the entire agreement and understanding between us and supersedes any previous arrangement, understanding or agreement between us relating to the provision of the Membership (which shall be deemed to have been terminated by mutual consent);
      2. in entering into the Contract you have not relied on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to the Contract or not) relating to the provision of the Membership other than as expressly set out in the Contract.

18.9 General

18.9.1 If any court (or other competent authority) decides that any of the provisions of these Terms are invalid, unlawful or unenforceable to any extent, the term will, to that extent only, be ‘severed’ from the remaining terms, which will continue to be valid to the fullest extent permitted by law.

18.9.2 If we do not insist on performance of your obligations or we delay in exercising any rights or remedies that we have, that will not mean that we have waived such rights or remedies and will not mean that you do not have to comply with those obligations. If we do waive a default by you, that will not mean that we will automatically waive any subsequent default by you. No waiver by us of any of these Terms shall be effective unless we expressly say that it is a waiver and we tell you so in writing.

18.9.3 We may vary these Terms as we see fit from time to time and if we do, we shall notify you by email of the change of terms. Your continuation with the Membership will be deemed to be your acceptance of any new Terms.

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