1. Definitions and Interpretation
1.1 In these Terms of Sale, unless the context otherwise requires, the following expressions have the following meanings:
means a contract for the purchase of an Instalment Payment Plan to access Tuition content, as explained in Clause 6;
means the courses delivered by us either face-to-face or online;
means an Instalment Payment Plan to access Our Training Courses paying the fee in instalments, and providing access to the Tuition content, using either in person or online methods/classes;
means our acceptance and confirmation of your signing up to the Instalment Payment Plan Subscription;
“Instalment Plan ID”
means the reference number for your Payment Instalment Plan; and
means Mindspace Foundation CIC, a Community Interest Company registered in England under Company Number 11831963 and whose registered address is The Orchard, White Hart Lane, Basingstoke RG21 4AF, United Kingdom.
2. Information About Us
2.1 We are Mindspace Foundation CIC, a Community Interest Company registered in England under Company Number 11831963 and whose registered address is The Orchard, White Hart Lane, Basingstoke RG21 4AF, United Kingdom. We provide Counselling Services for young people and adults and deliver accredited training courses for Counsellors and those wishing to become Counsellors. Our courses are paid for by way of a one-off payment in full or a monthly payment plan by way of an Instalment Payment Plan.
3. Age Restrictions
Consumers may only purchase Instalment Payment Plans and access Tuition content through our courses if they are at least 18 years of age.
4. Business Customers
These Terms of Sale do not apply to customers purchasing Instalment Payment Plans in the course of business. If you are a business customer, please consult Us for our Business Terms.
5. Instalment Payment Plans, Tuition content, Pricing and Availability
5.1 We make all reasonable efforts to ensure that all descriptions of our courses, Instalment Payment Plans and training correspond to the actual Tuition content that you will receive. We do reserve the right to amend our Syllabus and method of delivery in the event of important changes or issues that affect our delivery.
5.2 Please note that sub-Clause 5.1 does not exclude Our responsibility for mistakes due to negligence on Our part and refers only to minor discrepancies. Please refer to Clause 10 if your Instalment Payment Plan or the Tuition content is incorrect.
5.3 We may from time to time change Our Course Fees. Changes in price will not affect any Instalment Payment Plan that you have already purchased but will apply to any subsequent renewal or new Instalment Payment Plan. We will inform you of any change in price at least 1 month before the change is due to take effect. If you do not agree to such a change, you may cancel the Contract as described in sub-Clause 12.1 receiving a pro-rata refund for any unused fee.
5.4 Minor changes may, from time to time, be made to certain Tuition content, for example, to reflect changes in relevant laws and regulatory requirements, or to address technical or security issues. These changes will not alter the main characteristics of the Tuition content and should not normally affect your use of that Tuition content. However, if any change is made that would affect your use of the Tuition content, suitable information will be provided to you.
5.5 In some cases, as described in the relevant syllabus or content descriptions, We may also make more significant changes to the Tuition content. If We do so, We will inform you at least 1 month before the changes are due to take effect. If you do not agree to the changes, you may cancel the Contract as described in sub-Clause 12. 1 receiving a pro-rata refund for any unused fee.
5.6 Where any updates are made to Tuition content, that Tuition content will continue to match Our description of it as provided to you before you purchased your Instalment Payment Plan to access the Tuition content. Please note that this does not prevent Us from enhancing the Tuition content, thereby going beyond the original description.
5.7 We make all reasonable efforts to ensure that all prices for our training course/s are correct at the time of notification. Changes in price will not affect any order that you have already placed (please note sub-Clause 5.11 regarding any VAT).
5.8 All fee quotes are checked by Us before We accept your order. In the unlikely event that We have shown incorrect pricing information, We will contact you in writing to inform you of the mistake. If the correct price is lower than that shown when you made your order, we will simply charge you the lower amount and continue processing your order. If the correct price is higher, We will give you the option to purchase the Instalment Payment Plan at the correct price or to cancel your order (or the affected part of it). We will not proceed with approving your order in this case until you respond. If We do not receive a response from you within 7 days, We will treat your booking a place as cancelled and notify you of this in writing.
5.9 If We discover an error in the price or description of your Instalment Payment Plan after your order is processed, We will inform you immediately and make all reasonable efforts to correct the error. You may, however, have the right to cancel the Contract if this happens. If We inform you of such an error and you do wish to cancel the Contract, please refer to sub-Clause 12.4.
5.10 If the price of a Instalment Payment Plan that you have ordered changes between your order being placed and Us processing that order and taking payment, you will be charged the price shown in our Fee List at the time of placing your order.
5.11 All prices quoted exclude VAT. We are currently a non-VAT registered business and therefore VAT is not applicable to our services.
6. Orders – How Contracts Are Formed
6.1 We will give you the appropriate information concerning purchase of a Payment Plan.
6.2 If, during the order process, you provide Us with incorrect or incomplete information, please contact Us as soon as possible. If We are unable to offer you a place on our course due to incorrect or incomplete information being given, We will contact you to ask to correct it. If you do not give us the accurate or complete information within a reasonable time of Our request, We will cancel your order and treat the Contract as being at an end. We will not be responsible for any delay in the availability of our training course that results from you providing incorrect or incomplete information.
6.3 No part of Our Service or literature or Website constitutes a contractual offer capable of acceptance. Your request to purchase an Instalment Payment Plan constitutes a contractual offer that We may, at Our sole discretion, accept or reject. Our acceptance is indicated by Us sending you a Place Confirmation by email. Only once We have sent you a Place Confirmation will there be a legally binding Contract between Us and you.
6.4 Instalment Payment Plan Confirmations shall contain the following information:
6.4.1 Your Instalment Payment Plan ID;
6.4.2 Confirmation of the Course ordered including full details of the main characteristics of it;
6.4.3 Fully itemised pricing for your course including, where appropriate, taxes, and other additional charges;
6.4.4 The duration of your Instalment Payment Plan (including the start date, and the expiry or any renewal date);
6.4.5 Confirmation of your acknowledgement that the Course information and content will be made available to you immediately and that you will lose your legal right to change your mind and cancel upon accessing the training or online Content or Training Sessions as detailed below in sub-Clause 11.1;
6.5 In the unlikely event that We do not accept or cannot fulfil your order for any reason, We will explain why in writing. No payment will be taken under normal circumstances. If We have taken payment any such sums will be refunded to you as soon as possible and in any event within 7 days.
6.6 Any refunds under this Clause 6 will be issued to you as soon as possible, and in any event within 14 calendar days of the day on which the event triggering the refund occurs.
6.7 Refunds under this Clause 6 will be made using the same payment method that you used when purchasing your Instalment Payment Plan.
7. Payment & Conditions of Course Participation
7.1 Payment to access the Course Training must always be made in advance. Your chosen payment method will be charged when we accept your Place Request (“Order”) and send you confirmation of this. However, if you are signing up to an Instalment Payment Plan, you will also receive Confirmation. In the event that you choose the Payment Instalment Plan, this will allow you to make payments for the course via the agreed instalments over the specified time.
7.2 We allow Participants to take part in and follow our Course for the first month of being on the course. If you withdraw during the first month but before month 2 commences, then we will not request any further instalments payments to be made and/or refund your course fees (minus any non-refundable deposit taken) if the course does not suit your needs. However, You will be liable for the full course fees if you continue and leave the course later on.
7.3 Apart from the provision in 7.2 above, all deposits and course fees are non-refundable. As our courses are considered bespoke training for a specific purpose, the right to a refund is excluded under the Consumer Contract Regulations, once you have commenced the training or taken part in any training sessions. This is because you have received part of the overall service you have contracted for.
7.4 We accept the following methods of payment:
7.4.1 Payments via an Instalment Plan shall be collected via “GoCardless Direct Debit system”. All Participants or Students must maintain an active Direct Debit plan in place at all times until the full Course Fee Payment has been received.
7.4.2 Cancellation of the direct debit agreement without prior agreement shall constitute a breach of the agreement and full payment of any balance owed shall be due.;
7.4.3 Other methods of payment may only be made at Our discretion.
7.5 If you do not make any payment due to Us on time, We may suspend your access to the Training Course. For more information, please refer to sub-Clause 8.5. If you do not make payment within 14 days of Our reminder, We may cancel the Contract.
7.6 You should be aware that rather like a Mobile Phone contract, you will be locked into Our Instalment Payment Plan Contract for the full amount and any outstanding sums due to Us will remain due and payable.
7.7 If you believe that We have charged you an incorrect amount, please contact Us as soon as reasonably possible to let us know
7.8 Progression on a 2-year course is not automatic, that is moving up from the year 1 to year 2 phase of the course. Progression is strictly by satisfactory completion of the work/ Assignments and your being assessed by the Course Tutor, approving you as being competent to move on to year 2 studies.
7.9 The decision regarding progression shall rest with the Course Tutor and/or the Group Training Supervisor shall be final, although if you are dissatisfied with this decision you may appeal to the Course Director for their final judgement in the decision.
8.1 When you purchase a Instalment Payment Plan to join our courses or access Our Content, We will grant you a limited, non-exclusive, non-transferable, non-sublicensable licence to access and use the relevant Content for personal, non-commercial purposes. The licence granted to you does not give you any Intellectual Property rights or ownership of copyright in Our Content (including any material that We may licence from third parties).
8.2 The licence granted to you under sub-Clause 9.1 is subject to the following usage restrictions and/or permissions:
8.2.1 You may not copy, rent, sell, publish, republish, share, broadcast or otherwise transmit any aspect of the Content (or any part of it) or make it available to the public except as permitted under the Copyright Designs and Patents Act 1988 (Chapter 3 ‘Acts Permitted in relation to Copyright Works’).
8.2.2 You may not use Our Materials to establish your own training courses or assist any third-party to do so.
9. Problems with the Tuition content
9.1 By law, We must provide content that is of satisfactory quality, fit for purpose, and as described in our syllabus. If you feel any Content available from Us does not comply, please contact Us as soon as reasonably possible to inform Us of the problem. Your available remedies will be as follows:
9.1.1 an allowance made for any Content which is found to be faulty or inappropriate to your needs;
9.1.2 the right to cancel your Instalment Payment Plan and receive a full refund of the fees you have paid.
9.2 Any refunds (whether full or partial, including reductions in price) under this Clause 10 will be issued within 14 calendar days of the day on which We agree that you are entitled to such refund. This will be made using the same payment method that you used when purchasing your Instalment Payment Plan.
9.3 For further information on your rights as a Consumer, you are advised to contact your local Citizens’ Advice Bureau or Trading Standards Office.
10. Cancelling Your Instalment Payment Plan
10.1 If you are a consumer in the UK or the European Union, by default you have a legal right to a “cooling-off” period within which you can cancel the Contract for any reason, including if you have changed your mind, and receive a refund. The period begins once We have sent you your Instalment Payment Plan Confirmation (i.e. when the Contract between you and Us is formed. However, this period ends when you access any of our training materials or training sessions, or 14 calendar days after the date of the Instalment Payment Plan Confirmation, whichever occurs first.
10.2 After the cooling-off period, you may cancel your Instalment Payment Plan at any time, however subject to sub-Clause 11.1 and Clause 12, We cannot offer any refunds of deposits paid.
10.3 If you wish to exercise your right to cancel under this Clause 11, you may inform Us of your cancellation in any way you wish in writing. If you would prefer to contact Us directly to cancel, please use the following details:
10.3.1 Telephone: 01256 423892;
10.3.2 Email: firstname.lastname@example.org;
10.3.3 Post: The Orchard, White Hart Lane, Basingstoke RG21 4AF;
In each case, providing Us with your name, address, email address, telephone number, and Instalment Payment Plan ID.
10.4 We may ask you why you have chosen to cancel and may use any answers you provide to improve Our content and services. However please note that you are under no obligation to provide any details if you do not wish to.
10.5 Refunds under this Clause 11 will be issued to you as soon as possible, and in any event within 14 calendar days of the day on which you inform Us that you wish to cancel. Any refunds under this Clause 11 will be made using the same payment method that you used when purchasing your Instalment Payment Plan.
11. Your Other Rights to End the Contract
11.1 You may end the Contract at any time if We have informed you of a fundamental change to your Instalment Payment Plan or the Content (as described above), or to these Terms of Sale that you do not agree to. If the change is set to take effect or apply to you before the end of your current Instalment Payment Plan, We will issue you with a pro-rated refund equal to the remaining balance left in that Instalment Payment Plan. If the change will not take effect or apply to you until the expiry of your current Instalment Payment Plan, the Contract will end at the end of that Instalment Payment Plan period and you will continue to have access to the Tuition content until that date.
11.2 If We have suspended availability of the Tuition content for more than 2 months, or We have informed you that We are going to suspend availability for more than 2 months, you may end the Contract immediately. If you end the Contract for this reason, We will issue you with a pro rata refund.
11.3 If there is a risk that availability of the Tuition content will be significantly delayed because of events outside of Our control, you may end the Contract immediately. If you end the Contract for this reason, We will issue you with a pro rata refund on the unused portion of the Instalment Payment Plan.
11.4 You also have a legal right to end the Contract at any time if We are in breach of it. You may also be entitled to a full or partial refund and compensation. For more details of your legal rights as a Consumer, please refer to your local Citizens Advice Bureau or Trading Standards Office.
11.5 Refunds under this Clause 12 will be made within 14 calendar days of the date on which your cancellation becomes effective, using the same payment method that you used when purchasing your Instalment Payment Plan.
12. Our Liability to You as a Consumer
12.1 We will be responsible for any foreseeable loss or damage that you may suffer as a result of Our breach of these Terms of Sale (or the Contract) or as a result of Our negligence. Loss or damage is foreseeable if it is an obvious consequence of Our breach or negligence or if it is contemplated by you and Us when the Contract is created. We will not be responsible for any loss or damage that is not foreseeable.
12.2 Our Content is intended for non-commercial use only. We make no warranty or representation that the Tuition content is fit for any commercial, business or industrial use of any kind. We will not be liable to you for any loss of profit, loss of business, interruption to business, or for any loss of business opportunity.
12.3 You should ensure that any device you use for taking part in any online delivery of sessions meets the relevant minimum system requirements that We have made you aware of before you purchased your Instalment Payment Plan.
12.4 Nothing in these Terms of Sale seeks to limit or exclude Our liability for death or personal injury caused by Our negligence (including that of Our employees, agents or sub-contractors); or for fraud or fraudulent misrepresentation.
12.5 Nothing in these Terms of Sale seeks to exclude or limit your legal rights as a consumer. For more details of your legal rights as a Consumer, please refer to your local Citizens Advice Bureau or Trading Standards Office.
13. Contacting Us
13.1 If you wish to contact Us with general questions, issues concerning your Instalment Payment Plan or complaints, you may contact Us using the details given above.
14. Complaints and Feedback
14.1 We always welcome feedback from Our customers and, whilst We always use all reasonable endeavours to ensure that your experience as a customer of Ours is a positive one, We nevertheless want to hear from you if you have any cause for complaint.
14.2 All complaints are handled in accordance with Our complaints handling policy and procedure.
15. How We Use Your Personal Information (Data Protection)
We will only use your personal information as set out in Our Privacy Statement.
16. Other Important Terms
16.1 We may transfer (assign) Our obligations and rights under these Terms of Sale (and under the Contract, as applicable) to a third party (this may happen, for example, if We sell Our business). If this occurs, you will be informed by Us in writing. Your rights under these Terms of Sale (and the Contract) will not be affected and Our obligations under these Terms of Sale (and the Contract) will be transferred to the third party who will remain bound by them.
16.2 You may not transfer (assign) your obligations and rights under these Terms of Sale (and under the Contract) without Our express written permission.
16.3 The Contract is between you and Us. It is not intended to benefit any other person or third party in any way and no such person or party will be entitled to enforce any provision of these Terms of Sale.
16.4 If any of the provisions of these Terms of Sale are found to be unlawful, invalid or otherwise unenforceable by any court or other authority, that/those provision(s) shall be deemed severed from the remainder of these Terms of Sale. The remainder of these Terms of Sale shall be valid and enforceable.
16.5 No failure or delay by Us in exercising any of Our rights under these Terms of Sale means that We have waived that right, and no waiver by Us of a breach of any provision of these Terms of Sale means that We will waive any subsequent breach of the same or any other provision.
16.6 We may revise these Terms of Sale from time to time in response to changes in relevant laws and other regulatory requirements. If We change these Terms and Conditions as they relate to your Instalment Payment Plan, We will give you reasonable advance notice of the changes and provide details of how to cancel if you are not happy with them.
17. Force Majeure
17.1 For the purposes of this Agreement “Force Majeure Event” means, in relation to either party, any circumstances beyond the reasonable control of that party including, without limitation, any strike, lock-out or other form of industrial action, lack, interruption or failure of any utility service, or lack of available facilities, non-performance by suppliers or subcontractors, collapse of buildings, fire & explosion, accident, acts of God, storm, flood, drought, earthquake, epidemic, pandemic or epidemic or other natural physical disaster, Government “Lockdown” restrictions relating to Covid19 or other similar infections, terrorist attack, civil commotion or riots, war, civil war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations, nuclear, chemical or biological contamination or sonic boom, any law or any action taken by a government or public authority;
17.2 If any Force Majeure Event occurs in relation to either party which affects or may affect the performance of any of its obligations under this contract, it shall forthwith notify the other party as to the nature and extent of the circumstances in question and use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations;
17.3 Provided that it has complied with the rest of these Terms and Conditions, neither party shall be deemed to be in breach of the contract or shall otherwise be liable to the other by reason of any delay in performance or the non-performance of any of its obligations under this Agreement to the extent that performance of that obligation is prevented hindered or delayed by a Force Majeure Event of which it has notified the other party, and the time for performance of that obligation shall be extended accordingly; and
17.4 If the performance by either party of any of its obligations under these Terms and Conditions is prevented hindered or delayed by a Force Majeure Event for a continuous period in excess of 1 month, the parties shall enter into bona fide discussions with a view to alleviating its effects, or to agreeing upon such alternative arrangements as may be fair and reasonable, or the other party shall be entitled to terminate this Agreement forthwith by giving 7 days’ written notice to the affected party written notice to the party so affected.
18. Law and Jurisdiction
18.1 These Terms and Conditions, and the relationship between you and Us (whether contractual or otherwise) shall be governed by and construed in accordance with the laws of England & Wales.
18.2 If you are a Consumer, you will benefit from any mandatory provisions of the law in your own country of residence. Nothing in Sub-Clause 18.1 above takes away or reduces your rights as a Consumer to rely on those provisions.
18.3 If you are a Consumer, any dispute, controversy, proceedings or claim between you and Us relating to these Terms and Conditions, or the relationship between you and Us (whether contractual or otherwise) shall be subject to the exclusive jurisdiction of the courts of England.
18.4 If you are a business, any disputes concerning these Terms and Conditions, the relationship between you and Us, or any matters arising therefrom or associated therewith (whether contractual or otherwise) shall be subject to the exclusive jurisdiction of the courts of England.