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White Star Medical Services Ltd standard terms and conditions for supply of commercial training services (for event terms and conditions skip to page 8)

During the continuance of the Agreement into which this document is incorporated (the ‘Agreement’), White Star Medical Services Ltd (WSMSL) shall supply and the Purchaser shall purchase subject to these WSML Training Supply Terms. Definitions in the Agreement (which Agreement includes any schedule and/or any appendix thereto) shall also apply in these WSMSL Training Supply Terms. In the event of any conflict between these WSMSL Training Supply Terms and the terms of the Agreement, the terms of the Agreement shall take precedence.

1. WSMSL Supplies, Specifications and related Prices
The Services, the Specifications, and the related Prices are set out in the Agreement and/or its Schedules (the ‘Schedules’) or Appendices (the ‘Appendices’).

2. Orders
2.1. No terms or conditions endorsed on a Purchaser’s order, specification, or similar document will form part of the contract between the parties. By placing an order, the Purchaser acknowledges the applicability of the WSMSL Training Supply Terms.
2.2. WSMSL and the Purchaser shall agree times and places for the performance of Services which shall generally be set out in the relevant Schedule and/or Appendix. Otherwise, WSMSL shall use its reasonable endeavours to perform them within a reasonable time in the circumstances.
2.3. Failure to notify of any delay shall, not on its own, entitle the Purchaser to terminate the contract or withhold payment against WSMSL’s invoice. Unless otherwise agreed in writing with WSMSL, the Purchaser shall not be entitled to cancel any order for Services once the first performance of the Services has been performed by WSMSL.
2.4. Purchasers may be asked to make payment in advance for Services against WSMSL’s pro-forma invoice or provide a suitable credit reference or such other proof of creditworthiness as WSMSL may require at its sole discretion before supply.

3. Eligibility for and Outcome of Training Courses
3.1. It is the Purchaser’s (employer’s) responsibility to ensure that students are free from any condition which would affect their capability to undertake their chosen course, and that they have the aptitude to cope with an intensive course of study. WSMSL welcomes students with disabilities but it remains their employer’s responsibility to ensure that they are appropriately supported in their workplace. WSMSL should be provided in advance (and for setting up purposes) notification of any assistance that a student is likely to need during the running of a course. If WSMSL decides that a student has not achieved the learning outcomes of the course and/or the assessment standard (ie. they are referred), then they will subsequently be offered a free reassessment. Any further training or coaching over and above that provided on the course may be charged for.
3.2. To be eligible to attend an HSE two-day Requalification course, students must present a valid First aid at work certificate.
3.3. The Purchaser (the employer) acknowledges that if a Student arrives late for a course or is absent from any session, WSMSL reserves the right to refuse to accept the Student for training, if it decides in its sole discretion that the student will gain insufficient knowledge or skill in the time remaining. In all such cases, the full course fee remains payable. To conform with Health & Safety Executive (HSE) requirements for statutory certificates, attendance at all sessions is mandatory.

4. Terms of Payment
Unless subject to separate agreed arrangements, the Purchaser shall pay WSMSL within 30 days of the date of WSMSL invoice. If the Purchaser fails to make payment on the due date, WSMSL shall be entitled to charge the Purchaser interest at the annual rate of 3% above the base rate of Barclays Bank plc. Unless otherwise agreed with WSMSL or required by law, the Purchaser shall not be entitled to make any set off in respect of amounts due to WSMSL. All course fees are subject to the current rate of VAT (valid exemptions only).

5. Confidentiality
Each party acknowledges and agrees that any and all information concerning the other’s business or the terms of the Agreement including these WSMSL Supply Terms is confidential (hereinafter referred to as ‘Confidential Information’) and each party agrees that it shall not permit the duplication, use or disclosure of any such Confidential Information to any person (other than its own employee, agent or sub-contractor where the same requires such information for the performance of the Agreement) unless such duplication, use or disclosure is specifically authorised in writing by the other party, or is required by the operation of Law. Confidential Information does not include information, which at the time of disclosure is generally known by the public (other than by the unauthorised act of the disclosing party). The parties shall take all reasonable steps to ensure that their employees, agents and sub-contractors keep Confidential Information confidential.

6. Data Protection
6.1. Each party undertakes to comply at all times with the Data Protection Act 1998 (the ‘DPA’) to the extent it processes any personal data or sensitive personal data on behalf of the other. ‘personal data’ and ‘sensitive personal data’ shall have the meanings given in the DPA.
6.1.1. In particular, but without limitation, each party shall:
(a.) only carry out processing of such data in accordance with the other’s instructions
(b.) only disclose it to or allow access to it by those of its employees (or agents or sub-contractors) who are familiar with data protection requirements and whose use of such data relates to their job or function
(c.) assist the other with all subject information requests received from data subjects.
6.1.2. For the avoidance of doubt, neither party (or its agents or sub-contractors) shall acquire any rights in any of the other’s personal data or sensitive personal data and shall only be entitled to process it in accordance with its contractual obligations. On termination of the contract each party (or its agents or sub-contractors) shall immediately cease to use the same and shall arrange for its safe return or destruction as shall be agreed with the other at the relevant time.
6.1.3. Each party agrees to indemnify the other against any actions, costs, liabilities, losses, damages and expenses which the other may suffer or incur as a result of any breach by the former of any of the undertakings given in this Clause 6.

7. Intellectual Property
7.1. Each party confirms that it owns, or has all necessary rights in the use of, all intellectual property in relation to the Services and each acknowledges that such intellectual property shall remain the property of, or the rights in the use of shall remain with, the originating party, unless otherwise agreed in writing between the authorised representatives of WSMSL and the Purchaser.
7.2. Each party agrees to indemnify the other against any actions, costs, liabilities, losses, damages and expenses which the other may suffer or incur as a result of any claim by a third party in relation to ownership or use of any relevant intellectual property, provided by the other party.

8. Force Majeure
Neither party will be liable to the other for any failure or delay or for the consequences of any failure or delay in performance of this Agreement if it is due to any event beyond the reasonable control and contemplation of a party to this Agreement including, without limitation, acts of God, war, industrial disputes, protests, fire, flood, storm, tempest, explosion, an act of terrorism and national emergencies.

9. Warranties
9.1. WSMSL warrants to provide Services with all the care and skill to be expected of a qualified and competent contractor experienced in undertaking services of the same kind as the Services.
9.2. If the Services performed are in breach of Clause 9.1, WSMSL will at its option make good the performance, re-perform the Service or refund the Purchaser the relevant Price, subject to availability and the performance being proved to be deficient to the reasonable satisfaction of WSMSL. These obligations will not apply where:
9.2.1. the part of the Service concerned was based on information supplied by or varied from the normal Service at the specific request of the Purchaser; or
9.2.2. the Purchaser failed to notify WSMSL of the defect within 14 days of the supply.

10. Consumer Protection (Distance Selling) Regulations 2000 (‘the Regulations’)
Where a contract with a consumer is concluded on a distance selling basis the Regulations (as amended from time to time) will apply and the Purchasing consumer will have a general right to cancel. In the case of services this will expire 14 days after booking (except for late bookings when it will expire on the date the services are commenced). Subject to the Regulations and to the foregoing, if a request is made to amend services or to cancel services, the following fees may be applied:
10.1. In the case of request for transfer:
(a) More than 4 weeks before commencement date: First transfer at no charge subsequent transfer, 25% of amount charged
(b) Between 2-4 weeks before Commencement date: 25% of amount charged
(c) Less than two weeks before Commencement date: 50% of amount charged
10.2. In the case of cancellation:
(a) More than 4 weeks before commencement date: Full Refund
(b) Between 2-4 weeks before Commencement date: 50% of amount charged
(c) Less than 2 weeks before Commencement date: 100% of amount charged
In all cases, notice of cancellation must be confirmed in writing addressed to the contact details on the booking confirmation letter.

11. Liability
11.1. Nothing in this contract excludes or limits or attempts to exclude or limit the liability of either party for death or personal injury caused as a result of its negligence, or for fraudulent misrepresentation; or in respect of the implied warranties contained in the Supply of Goods and Services Act 1982.
11.2.  Subject to Clause 11.1 WSMSL will be under no liability to the Purchaser whatsoever (whether in contract, tort (including negligence), breach of statutory duty, restitution or otherwise) for any damage or direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and like loss) howsoever caused.
11.3.  Subject to Clauses 11.1 and 11.2, WSMSL’s aggregate liability under this Agreement (whether in contract, tort (including negligence), breach of statutory duty, restitution or otherwise) for any damage or direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and like loss) howsoever caused will be limited to the amount paid for the Services concerned.

12. Notices
Any demand notice or communication may be given by hand or sent by first class prepaid post or facsimile and shall be deemed to have been duly served if delivered by hand when left at the address of the other; if given or made by prepaid first class post, 48 hours after being posted (excluding Saturday, Sunday and public holidays); if given or made by facsimile, at the time of transmission, provided that a confirming copy is sent by first class prepaid post to the other party within 24 hours after transmission.

13. Freedom of Information
Where the Purchaser is a Public Authority as defined in the Freedom of Information Act 2000 (‘the FOIA’) it agrees to notify WSMSL immediately if it receives any FOIA request for information regarding WSMSL or its business, and it agrees to consult with WSMSL regarding the application of any exemptions under the FOIA in relation to such request. WSMSL agrees to cooperate with the Purchaser in relation to the FOIA.

14. Disputes
In the event of a dispute concerning the Goods or Services the parties shall use their reasonable endeavours to resolve it as soon as practicable. If they fail to do so within 14 days, the parties shall try to agree on and implement a method of dispute resolution. If they fail to agree such method within 14 days, the parties confirm that the dispute will then become subject to the exclusive jurisdiction of the English courts.

15. Consequences of Termination
The termination of this Agreement howsoever arising is without prejudice to the rights, duties and liabilities of either party accrued prior to termination. The clauses which expressly or impliedly have effect after termination will continue to be enforceable notwithstanding termination.

16. Contracts (Right of Third Parties) Act 1999
The parties to the contract incorporating these conditions do not intend that any of its terms will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person not a party to it.

17. Assignment
Neither party shall be entitled to assign or transfer any of its rights or obligations without the prior written agreement of the other (which shall not be unreasonably withheld or delayed).

18. Waiver
No failure or delay by a party to exercise any right, power or remedy will operate as a waiver of it nor will any partial exercise preclude any further exercise of the same, or of some other right, power or remedy.

19. Invalidity/Severability
If any clause or part of this Agreement is found by any court, tribunal, administrative body or authority of competent jurisdiction to be illegal, invalid or unenforceable then that provision will, to the extent required, be severed from this Agreement and will be ineffective without, as far as is possible, modifying any other clause or part of this Agreement and this will not affect any other provisions of this Agreement which will remain in full force and effect.

20. Variation
This Agreement may only be varied or amended in writing and signed by the parties specifically referring to this clause and stating that this Agreement is varied in the manner specified.

21. Entire Agreement
These terms and conditions, and the Agreement into which they are incorporated contain all the terms which the parties have agreed in relation to the subject matter of this Supply. Nothing in this Clause shall be taken to exclude liability for fraudulent misrepresentation.

22. No Partnership
Nothing in this Agreement or any arrangement contemplated by it shall constitute either party a partner of the other nor shall the execution, completion and implementation of this Agreement confer on any party any power to bind or impose any obligations to any third parties on the other party or to pledge the credit of the other party.

23. Compliance with Laws and Regulations
Each party shall observe and abide by and shall require its sub-contractors to observe and abide by all laws, regulations and by laws as may apply in relation to the matters contemplated by this Agreement.

24. Governing Law and Jurisdiction
The formation, existence, construction, performance, validity and all aspects whatsoever of the Agreement or of any term of the Agreement will be governed by the law of England and Wales and subject to Clause 14, the courts of England and Wales shall have exclusive jurisdiction to settle any disputes which may arise out of or in connection with the Agreement.
All information that we hold concerning you will be held and processed by White Star Medical Services Ltd strictly in accordance with the provisions of the Data Protection Act 1998.
Such data will be used by the organisation to administer our relationship with you as a customer on the Professional drivers first aid course or the Emergency first aid at work (JAUPT) course. We reserve the right to share information with the Joint Approvals Unit for Periodic Training (JAUPT) and the Driving Standards Agency (DSA). We will not, without your consent, supply your name and addresses to any [other] third parties except where (1) such transfer is a necessary part of the activities that we undertake, or (2) we are required to do so by operation of law.
As an individual, you have a right under the Data Protection Act 1998 to obtain information from us, including a description of the data that we hold on you.
Should you have any queries concerning this right, please contact our Data Protection Officer at info@whitestarmedical.net

 

Star Medical Services Ltd – standard terms and conditions for public events

In these terms and conditions ‘We’, ‘Our’, ‘Us’ refers to White Star Medical Services Ltd and ‘You’, ‘Your’ refers to the party contracting with White Star Medical Services Ltd. During the continuance of the Agreement into which these terms and conditions are incorporated (the ‘Agreement’), We shall supply our services and You shall purchase the same, subject to these terms and conditions. Definitions in the Agreement shall also apply in these terms and conditions. In the event of any conflict between these terms and conditions and other terms of the Agreement, those other terms of the Agreement shall take precedence.

  1. Orders/ acceptance to cover public events

    1. All orders for Us to provide services at Your event (‘the event’) must be placed by You using Our ‘Event Information Web Form’.

    2. We cannot guarantee that any particular request for Us to provide services will be accepted.

    3. The issue by Us of a quotation is not a binding offer and We will only assume contractual liability once We have accepted in writing Your confirmation that the quotation meets Your requirements.

  1. Charges

    1. Our charges are as set out in the tariff for resources, which forms part of these terms and conditions. All charges are subject to VAT.

    2. The charges as set out in the tariff for resources are applied for events of not more than eight hours duration, between the hours of 08:00 and 18:00. Events outside these hours may be subject to a surcharge, dependant on the start and finish times and the duration of the event.

    3. For events where the duration is greater than five hours, time must be allowed for our personnel to take breaks.

    4. Once at the event, regardless of the duration, the finish time specified on the booking form shall be considered as the finish time of the event. If an event continues beyond this finish time, We reserve the right to leave the event at the specified finish time. Any possible overrun must be discussed with the on-site White Star Tactical Officer at the event as soon as possible. The decision is at the discretion of the White Star Tactical Officer at the event. Where personnel are willing to remain at the event, the relevant excess duty charges shall apply. In all incidences where the finish time exceeds that of the stated time on the booking form, excess duty charges will become payable.

    5. A mileage charge may be made, for payment to Our members using their own vehicles to attend at the event.

    6. A subsistence fee will be charged for events exceeding five hours, where food and refreshments are not provided. If You are not providing food and refreshments You are required to make payments according to Our subsistence fees.

    7. If You wish to cancel Your request for Our attendance at Your event or change the date or times of the event, You must give Us written notice to be received at Our headquarters at least ten days before the event. If such notice is not given, then a charge of the full fee plus VAT will be made.

    8. Terms of payment are 30 days from the date of invoice. Refunds or changes to quotation will only be considered in exceptional circumstances and must be submitted in writing within 14 days of invoicing.

  1. Your responsibilities

    1. As the organiser of the event You retain full responsibility for ensuring that a satisfactory risk assessment has been carried out for the event.

    2. You must ensure that the event is properly policed, so that Our personnel do not find themselves in threatening situations.

    3. You must ensure that an area for the treatment of patients is clearly defined. A dry, covered, clean area must be provided either by You or by Us (at Your cost).

    4. If Your event exceeds five hours, You must supply food and refreshments for Our personnel. Alternatively a subsistence fee will be payable by You.

    5. You must ensure that We have free and clear access and egress to and from the site of the event for Our personnel and vehicles. (This also includes Our member’s private transport).

    6. You must ensure that all additional medical personnel at the event are made known to Our personnel, before the commencement of the event.

    7. You must adhere to any request to stop the event while treatment takes place.

    8. Your event staff should be made aware of where the first aid post, personnel and / or ambulances are located, to assist any requests from participants or spectators.

    9. Should the event be of such a size that You are using, maps, plans and or radio equipment, Our personnel should be provided with them. It is Your responsibility to ensure an appropriate system/route of communication is made known to Us.

    10. You are responsible for ensuring that all necessary licenses to operate the event have been obtained and for compliance with all conditions associated with such licences and in respect of all relevant legislation, regulations or similar. Failure to comply with the requirements of this clause may be treated by Us as a fundamental breach of this Agreement, in which case We shall be entitled to immediately terminate the event. This will not affect Our right to be paid for Our services (whether performed or not).

  1. Our responsibilities (and limitations to the same)

    1. We will provide first aid services at the event in a manner commensurate with good practice in first aid delivery. These services are provided subject to the following limitations, and should not be viewed as a substitute for any need for registered doctors, nurses or paramedics at the event.

    2. We may carry out Our own risk assessments, but these are for Our own purposes. You remain fully responsible for Your event (see Your responsibilities above).

    3. Our White Star Tactical Officer at the event shall conduct the deployment of Our personnel. They are responsible for the health and safety of Our members and have a legal obligation under the Health and Safety at Work Act.

    4. It may be necessary for Our personnel to leave the event, in order to obtain further medical care for any person they are treating. We accept no liability should this mean that the event has to cease due to such a reduction of first aid cover.

    5. In the unlikely event of a life threatening situation occurring in the vicinity of Your event, any ambulance at Your event may be requested to respond (subject to reduced first aid provision remaining at the event). Should this occur, We reserve the right to leave the event without notice. We accept no liability for any losses You may incur due to the termination of the event, should the cause be due to Our full or partial withdrawal.

    6. In the unlikely event that insufficient personnel are available for an accepted event, every effort shall be made to locate resources from elsewhere, as appropriate to the nature of the event. Should adequate resources remain unavailable, We reserve the right to provide not less than three weeks notice to the named contact person on the booking form, of Our intent to withdraw from the event. We also reserve the right to provide not less than 24 hours notice to the named contact person, of Our intent to provide reduced resources. If the named contact cannot be reached, all reasonable effort shall be made to inform the appropriate organisation in some other manner. It is the responsibility of the person booking Our resources, to ensure an appropriate system/route of communication is made known to Us. We accept no liability for any losses You may incur due to the cancellation or reduction of the event for reasons as set out in this Clause.

    7. In view of the circumstances specified earlier in this Clause, You are advised to arrange appropriate ‘Event Cancellation’ insurance. We will not accept liability for any loss which you incur in relation to cancellation which could have been covered by such insurance.

    8. Neither We nor Our personnel shall be liable under any circumstances, for any damage to land or property in the event of access being required to a casualty or to allow egress from a site.

    9. Subject to Clause 4.11 below, neither We nor Our personnel shall have any liability to You or any third party, for any loss, expense or damage of any nature, suffered or occurred arising from any breach of any condition of the Agreement or any negligence or any breach of statutory or other duty or in any other way in connection with performance or purported performance of or failure to perform the Agreement.

    10. Nothing in this Contract shall be taken to exclude liability for death or personal injury resulting from Our (or Our personnel’s) negligence.

    11. We shall not be liable for any failure in performance of any of Our obligations under the Agreement caused by factors outside of Our control (including but not limited to fire, storm, flood etc.)

  1. Information provided to and by White Star Medical Services

    1. If, in Our opinion, a suitable level of cover cannot be agreed, or Your event appears to put Our members at unacceptable risk if injury or illness, We reserve the right not to proceed with Our services. However, it remains Your sole responsibility as the body organising the event to ensure that the level of cover requested complies with all statutory regulations and requirements laid down by any governing body relating to such event.

    2. Acceptance of all events (and the fees quoted) for the provision of resources is made on the understanding that the details of the event submitted to Us are accurate and correct. If We are notified of changes to these details, such as levels of resources, duration, time or location of event, We reserve the right to revise Our fees, or to reconsider Our acceptance of the event. If upon arrival at the event, the senior member or officer in attendance considers the event to be larger or of a higher risk than stated on the booking form or subsequent correspondence, We reserve the right to withdraw from the event. In such circumstances all reasonable effort shall be made to advise the contact name on the booking form of the reasons for withdrawal. Should it be necessary at this stage to withdraw from the event, full charges will apply for the resources provided, and We accept no liability for any loss you may incur due to the termination of the event in such
      circumstances.

    3. With regard to details of persons treated by White Star Medical Services personnel, personal information will only be provided upon a request by legal representation and/or by written consent of the individual concerned, all subject at all times to the Data Protection Act 1998.

  1. Complaints

    1. Any complaints or disagreements regarding Our services or Our personnel should be taken up with the White Star Tactical Officer at the event. If the issue cannot be resolved, all complaints must be made in writing to the Operations Director at our registered Company address.

  1. General

    1. Each party will ensure that all confidential information received from the other, remains confidential subject to any disclosure required by law (when full consultation will take place between the parties prior to disclosure).

    2. If You are subject to the Freedom of Information Act 2000, then You agree that before disclosing any information about Us, You will consult with Us in order to consider if any exemption to disclosure may be applied.

    3. Each party confirms that it owns or has all necessary rights in the use of all intellectual property in relation to the services which are the subject of the Agreement (and the related catalogues/literature) and each acknowledges that such intellectual property shall remain the property of, or the rights in the use of shall remain with the originating party, unless otherwise agreed in writing between the authorised representatives of each party.

    4. If any clause or part of this Contract is found by any court, tribunal, administrative body or authority of competent jurisdiction to be illegal, invalid or unenforceable then that provision will, to the extent required, be severed from this Agreement and will be ineffective without, as far as is possible, modifying any other clause or part of this Contract and this will not affect any other provisions of this Contract which will remain in full force and effect.

    5. The parties to this Contract do not intend that any of its terms will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person not a party to it.

    6. No failure or delay by either party to exercise any right, power or remedy will operate as a waiver of it nor will any partial exercise preclude any further exercise of the same or of some other right, power or remedy.

    7. The Agreement may only be varied or amended in writing and signed by the parties specifically referring to this clause and stating that the Agreement is varied in the manner specified.

    8. The Agreement into which these terms and conditions are incorporated contain all the terms which the parties have agreed in relation to the subject matter of this Agreement. Nothing in this Clause shall be taken to exclude liability for fraudulent misrepresentation.

    9. Nothing in the Agreement or any arrangement contemplated by it shall constitute either party a partner of the other nor shall the execution, completion and implementation of the Agreement confer on any party any power to bind or impose any obligations to any third parties on the other party or to pledge the credit of the other party.

  1. English Law and jurisdiction of English Courts

    1. The Agreement shall be governed by English Law and the parties consent to the exclusive jurisdiction of the English Courts.