Terms & Conditions for Surgery Sessions - CharityWise

Terms and Conditions related to CharityWise Surgery Sessions

Please read the following terms and conditions carefully as they govern the access to, use of and payment terms for Surgery Sessions provided by CharityWise.

1. Background:

CharityWise, is a trading name of Fresh Egg Limited, a company registered in England and Wales, with company number 03950929 whose registered office is 1-13 Buckingham Road, Worthing, West Sussex, BN11 1TH. (Also: “we”, “our” or “us”)

Contract, means the contract between you and CharityWise as set out in confirmation page of the booking made online and these terms and conditions for us to supply the Services to you. They 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.

Services, shall mean the provision of surgery sessions with a CharityWise expert.

You, shall mean the client who is acquiring Services in accordance with this Contract.

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 subject to this Contract.
   • Correcting input errors. Our order process allows you to check and amend any errors before submitting your order to us. Please check the order carefully before confirming it. You are responsible for ensuring that your order is complete and accurate., and for ensuring that you can do the date and time slots which you choose in advance.
   • Acknowledging receipt of your order. After you place your order, you will receive an email from us acknowledging that we have received it, but please note that this does not mean that your order has been accepted. Our acceptance of your order will take place as described in clause 2.4.
   • Accepting your order. Our acceptance of your order takes place when we send an email to you to accept it (Order Confirmation), 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, even after accepting your order, 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.

3. Scheduling and re-scheduling your sessions
   • We will agree to the dates for each surgery session on acceptance of your order.
   • Where you will be unable to attend a pre-agreed surgery session, you may give notice to us in writing of this and the reason behind the inability to attend.
   • We may, at our absolute discretion, agree to reschedule a surgery session.
   • Where we are agreeable to rescheduling the surgery session, we will both seek to find a date for the rescheduled surgery session within 3 calendar months of the originally agreed date for the surgery session.
   • We will not be agreeable to rescheduling the same session more than once.
   • Where you do not notify us that you will be unable to attend a session, we will not reschedule this afterwards and you will still be liable for the cost of this.
   • Once you have made the order, you may not cancel the Contract or receive a refund, unless set out elsewhere in this Contract.

4. Our Services and Substitution
   • When we are supplying the Services, we agree to provide the Services using reasonable care and skill.
   • In the event our specialist is unable to provide the Services (such as due to injury, illness or otherwise) we will give you reasonable notice of this.
   • Where we give you notice that our specialist will be unable to provide the Services, we will notify you of a substitute specialist who will be able to provide the Services.
   • Where our specialist is unable to provide the services due to injury or illness, and you do not reasonably accept the Services to be provided by a substitute specialist, we may be agreeable to rescheduling the surgery session at a time which is convenient for both parties, provided the re-arranged surgery session takes place within 3 calendar months of the originally agreed date for the surgery session.

5. Your obligations
   • It is your responsibility to ensure that:
     • the terms of your order are complete and accurate;
     • you cooperate with us in all matters relating to the Services; and
     • you will give reasonable notice to us in accordance with clause 3 (where applicable).
   • If our ability to perform the Services is prevented or delayed by any failure by you to fulfil any obligations listed above:
     • 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;
     • we will not be responsible for any costs or losses you sustain or incur arising directly or indirectly from our failure to perform the Services; and
     • it will be your responsibility to reimburse us on written demand for any costs or losses we sustain or incur arising directly or indirectly from your default.

6. Charges and Fees
   • In consideration of us providing the Services you must pay our charges (Charges) in accordance with this clause 6.
   • The Charges are the prices quoted on our site at the time you submit your order.
   • Payment for the Services is taken in advance. We will take your payment upon acceptance of your order.
   • We will only accept payment using a debit card or credit card. We work alongside Stripe, Inc who handle all card payments to us. The list of acceptable cards will be as set out by Stripe, Inc from time to time.
   • If you wish to change the scope of the Services after we accept your order, and we agree to such change, we will modify the Charges accordingly.
   • Our Charges may change from time to time, but changes will not affect any order you have already placed.
   • Our Charges are exclusive of VAT. Where VAT is payable in respect of some or all of the Services you must pay us such additional amounts in respect of VAT, at the applicable rate, at the same time as you pay the Charges.
   • It is always possible that, despite our reasonable efforts, some of the Services on our site may be incorrectly priced. Where the correct price for the Services is less than the price stated on our site, we will charge the lower amount and if the correct price for the Services is higher than the price stated on our site, we will contact you as soon as possible to inform you of this error and we will give you the option of continuing to purchase the Services at the correct price or cancelling your order. We will not process your order until we have your instructions. If we are unable to contact you using the contact details you provided during the order process, we will treat the order as cancelled and notify you in writing. However, if we mistakenly accept and process your order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may cancel supply of the Services and refund you any sums you have paid.
   • You shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

7. Intellectual Property Rights
   • All intellectual property rights in or arising out of or in connection with the Services will be owned by us.

8. Personal Data
   • We will use any personal information you provide to us to:
     • provide the Services;
     • process your payment for the Services; and
     • inform you about similar services that we provide, but you may stop receiving these at any time by contacting us.
   • We will process your personal information in accordance with our privacy policy, the terms of which are incorporated into this Contract.
9. Limitation of Liability
   • Nothing in the Contract limits any liability which cannot legally be limited, including but not limited to liability for:
     • Death or personal injury caused by negligence; and
     • Fraud or fraudulent misrepresentation.
   • CharityWise’s total liability to the Client shall not exceed the Charges.
10. Termination and Consequences of Termination
    • Without affecting any other right or remedy available to it, CharityWise may terminate the Contract with immediate effect by:
      • giving you one months’ written notice to terminate the Contract; or
      • where you fail to pay any amount due under the Contract on the due date for payment; or
      • you are absent for more than one surgery session without notifying of us the absence in advance.
    • Without affecting any other right or remedy available to it, either party to the Contract may terminate it with immediate effect by giving written notice to the other party if:
      • the other party commits a material breach of any term of the Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 10 days after being notified in writing to do so; or
      • the other party takes any step or action in connection with its entering bankruptcy, administration, provisional liquidation or any composition or arrangement with its 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 its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction.
    • On termination or expiry of the Contract for whatever reason:
      • you shall immediately pay to CharityWise all of their outstanding unpaid invoices and interest and, in respect of any services supplied but for which no invoice has been submitted, CharityWise may submit an invoice, which shall be payable immediately on receipt;
      • any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect; and
      • termination or expiry of the Contract shall not affect any of the rights, remedies, obligations or liability of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.

11. General

Force majeure.

• Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.

Variation

• CharityWise may amend this Contract from time to time by giving the Client 30 days’ written notice of the amended Contract.

Assignment and other dealings.

• You shall not assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract without CharityWise’s prior written consent.
• CharityWise may at any time assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights under the Contract.

Entire Agreement

• This Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
• Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.

Governing Law and Jurisdiction

• This Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
• Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Contract or its subject matter or formation.