1. Interpretation
The following definitions and rules of interpretation apply in these conditions as amended from time to time in accordance with clause 13.6. (Terms).
1.1 Definitions
Brightpath, we, us, our: Brightpath is a trading name of bemix, a charitable incorporated organisation registered in England and Wales with number CE034490, which is an approved trainer for delivery of The Oliver McGowan Mandatory Training on Learning Disability and Autism™.
Client, you: the person or firm who purchases Services from Brightpath.
Contract: the contract between Brightpath and the Client for the supply of Services in accordance with these Terms.
Course: an online or in-person training course booked as part of the Services.
Course Fees: the registration fee per delegate for each training course booked as part of the Services.
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Order: the Client’s order for Services made through our Arlo booking system on the Website or any other written confirmation of training requirements which we may agree to use in accordance with clause 3.4.
Services: The Oliver McGowan Mandatory Training on Learning Disability and Autism™ training services to be supplied by Brightpath to the Client as further described on the Website and identified in the Booking Confirmation.
Website: the website https://www.brightpath.org/
1.2 Interpretation
- (a) A reference to legislation or a legislative provision is a reference to it as amended, extended or re-enacted from time to time.
- (b) Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
- (c) A reference to writing or written includes faxes and emails.
2. Selection of the Services
2.1 Our training is:
- (a) specifically designed for healthcare and social care staff in Kent and Medway, UK;
- (b) designed for delegates acting in the course of their trade, business or profession; and
- (c) not designed for individuals who are acting in their personal capacity.
2.2 The Oliver McGowan Mandatory Training on Learning Disability and Autism™ is a standardised course which is delivered according to the nationally approved curriculum and standardised delivery model. Please visit our Website or the dedicated NHS pages, click here, for more information.
2.3 Clients must decide which level of training their delegates need to meet the requirements of their role. To help identify whether delegates should be signed up for Tier 1 or Tier 2, please consider the NHS guidance: click here.
2.4 All Courses are subject to a maximum of 30 delegates.
3. Placing an order
3.1 Please follow the onscreen prompts to place your order. You may only submit an order using the method set out on the website https://www.brightpath.org/ (Website). Each order is an offer by you to buy the Services subject to these Terms.
3.2 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 and any information (including delegate information) submitted by you is complete and accurate.
3.3 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 3.5.
3.4 If you are unable to place a booking on the Website, please contact us, here. We will explain any alternative order process to you and, where possible, assist you with making a booking. Our acceptance of your order will take place as described in clause 3.5.
3.5 Our acceptance of your order takes place when we send an email to you to accept it (Booking 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 Booking Confirmation.
3.6 Course dates and times will be clearly specified in the Booking Confirmation.
3.7 If we are unable to supply you with the Services for any reason, we will inform you of this by email and we will not process your order. If you have already paid for the Services, we will refund you the full amount.
3.8 Our provision of the Services confirmed in the Booking Confirmation is subject always to you paying the Course Fees in accordance with clause 4. We will not issue joining instructions for any Course booked by you until you have paid the Course Fees in full.
4. Course Fees
4.1 Course Fees must be paid at the time of booking by credit/debit card through our secure payment system unless alternative arrangements have been agreed in writing.
4.2 If you have approved account facilities with Brightpath, an invoice for payment of the appropriate fees shall be sent to the address you provide (whether a physical address or an email address) at the time of booking and it is your responsibility to ensure the address provided is correct.
4.3 The Client shall pay each invoice submitted by Brightpath within 14 days of the invoice date or no later than 7 days before the Course date, whichever is the earlier. Payment must be in full and in cleared funds by the method nominated in writing by Brightpath.
4.4 If the Client fails to make a payment due to Brightpath under the Contract by the due date, then, without limiting Brightpath’s remedies under clause 11:
(a) Brightpath may cancel any Course which has been booked but not paid for;
(b) Brightpath may charge the Client interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 4 will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
4.5 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
5. Cancellation or change of delegate
5.1 We understand that circumstances can change. If you need to cancel any Course booking or change the name of the delegate, please email us as soon as possible at hello@brightpath.org. You cannot cancel the Contract or make any changes to the delegate details on the date of the Course.
5.2 If a Course or a delegate’s attendance at a Course is cancelled under clause 5.1, Brightpath will, where reasonably practicable, re-list the Course place as being available for sale on the Website, but reserves the right to charge a cancellation fee. Any sums already received by the Supplier under this Contract in respect of that Course or that delegate’s attendance at a Course will be deducted from the cancellation fee. The cancellation fee shall be:
| Cancellation before the date of the Course | Cancellation fee |
| More than 60 days before the date of the Course | 50% of the Course Fee |
| Less than 60 days but more than 28 days before the date of the Course | 75% of the Course Fee |
| 28 days or less before the date of the Course | 100% of the Course Fee |
5.3 Brightpath will charge an administration fee of £50 for any delegate substitutions made prior to the date of the Course. This will be invoiced to the Client and payable in accordance with clause 4.3.
5.4 If for reasons outside of our control or due to insufficient delegate numbers, a Course is delayed or cancelled by us, we will endeavour to inform you as soon as is reasonably possible. We will inform you of the rescheduled date for the Course.
5.5 If we cancel a confirmed booking, no refund is due so long as we have made a reasonable offer to you to rearrange the provision of the Services. If no such offer has been made, then you are entitled to a full refund of any fees paid. Please note, however, that Brightpath will not be liable for any additional costs or expenses incurred.
6. Supply of Services
6.1 Brightpath shall supply the Services to the Client using reasonable care and skill.
6.2 Each Course will be provided in accordance with the specification in any Booking Confirmation and any joining instructions.
6.3 Where a Course is delivered online, Brightpath shall have no liability for any loss, damage, or disruption caused by IT failures beyond our reasonable control. This includes, but is not limited to, internet connectivity issues, power outages, software malfunctions, hardware failures, or other technological problems that may affect the availability, quality, or functionality of our online training services.
6.4 Brightpath does not guarantee the uninterrupted or error-free operation of our online platform. While we endeavour to minimise disruptions, incidents of technology failure may occur due to circumstances beyond our control. In such cases, we will make commercially reasonable efforts to restore service as promptly as possible.
6.5 You acknowledge and agree that your delegates are responsible for ensuring their own internet connectivity, compatible hardware, and updated software to access our services.
6.6
6.7 Brightpath reserves the right to amend the description of the Services if necessary to comply with any changes to The Oliver McGowan Mandatory Training on Learning Disability and Autism™ framework, any changes in applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and Brightpath shall notify the Client in any such event.
6.8 Certificates will be issued in the name of the delegates confirmed in the Order Confirmation.
7. Client’s obligations
7.1 The Client shall:
(a) ensure that the terms of the Order are complete and accurate;
(b) co-operate with Brightpath in all matters relating to the Services;
(c) provide Brightpath with such information and materials as Brightpath may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
(d) ensure that each delegate complies with the joining instructions, applicable laws and any instructions issued by Brightpath;
(e) ensure that each delegate is on time and attends the full Course, without which they will not receive certification; and
(f) provide Brightpath with such assistance, cooperation, information and materials as Brightpath may reasonably require in order to assist Brightpath with any investigation, enquiry, audit, approval or accreditation requirement from NHS England.
7.2 The Client acknowledges and agrees that it shall be fully responsible for the behaviour, actions, and conduct of its delegates (including employees, contractors, and other representatives) while participating in a Course. The Client warrants that all delegates will act in a professional, lawful, and courteous, inclusive and non-discriminatory manner at all times.
7.3 The Client acknowledges and agrees that all delegates must demonstrate the principles and values described in the Core Capabilities Framework for Supporting People with a Learning Disability (p17) and the values and behaviours described in the Core Capabilities Framework for Supporting Autistic People (p16).
7.4 In the event that any delegate engages in behaviour that Brightpath deems inappropriate, disruptive, harmful, non-inclusive, or discriminatory, Brightpath reserves the right to take appropriate action, including but not limited to removing the delegate from the training and/or terminating the Client’s access to the training services without refund.
7.5 The Client agrees to indemnify and hold harmless Brightpath, its directors, officers, employees, and agents from and against any and all claims, liabilities, damages, losses, and expenses (including legal fees) arising out of or in connection with a breach of this clause
8. Intellectual property rights
8.1 All Intellectual Property Rights in or arising out of or in connection with the training materials are owned by NHS England.
8.2 The Course materials may not be reproduced, shared, or distributed without written permission.
8.3 Brightpath grants to the Client or shall procure the direct grant to the Client by NHS England of, a revocable, limited, non-exclusive, non-transferable licence to use the materials provided as part of the Services for receipt of the Oliver McGowan Mandatory Training on Learning Disability and Autism™.
8.4 The Client must not do anything which may prejudice the Intellectual Property Rights of NHS England and shall immediately notify Brightpath if they become aware of any actual, suspected or threatened infringement of the copyright subsisting in the training materials.
8.5 The Client shall promptly inform Brightpath of any suspected unauthorised use of the trademark relating to the Oliver McGowan Mandatory Training on Learning Disability and Autism™ and shall provide Brightpath and NHS England with such documents, information and assistance as it can in relation to any such use.
9. Data Protection
9.1 We process personal data in accordance with UK GDPR and retained EU GDPR requirements.
9.2 We act as a data controller as defined by UK and EU data protection laws.
9.3 Your data will be used solely for the purpose of delivering the Services, maintaining training records and will be submitted to NHS England as required by NHS England.
9.4 We implement appropriate technical and organisational measures to protect your data.
9.5 For full details of how we handle your data, please refer to our Privacy Policy.
10. Limitation of liability
10.1 References to liability in this clause 10. include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
10.2 Nothing in this clause 10 shall limit the Client’s obligations or liabilities under the Contract.
10.3 Nothing in the Contract limits any liability of Brightpath which cannot legally be limited, including liability for:
(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation.
10.4 Subject to clause 10.3, this clause 10.4 sets out the types of loss that are wholly excluded:
(a) loss of profits
(b) loss of sales or business.
(c) loss of agreements or contracts.
(d) loss of anticipated savings.
(e) loss of use or corruption of software, data or information.
(f)loss of or damage to goodwill; and
(g) indirect or consequential loss.
10.5 Subject to clause 10.3 and clause 10.4, Brightpath’s total liability to the Client shall not exceed the Course Fee.
10.6 Brightpath has given commitments as to compliance of the Services with relevant specifications in clause 6. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
10.7 This clause 10 shall survive termination of the Contract.
11. Termination
Without affecting any other right or remedy available to it, Brightpath may terminate the Contract with immediate effect by giving written notice to the Client if:
(a) if the Client fails to pay any amount due under the Contract on the due date for payment;
(b) the Client (or any delegate) commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing to do so;
(c) the Client takes any step or action in connection with its entering 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;
(d) the Client suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business;
(e) Brightpath is no longer an approved trainer for delivery of The Oliver McGowan Mandatory Training on Learning Disability and Autism™; or
(f) NHS England requires Brightpath to suspend or cease delivery of the Services.
12. Consequences of termination
12.1 On termination or expiry of the Contract:
(a) the Client shall immediately pay to Brightpath all of Brightpath’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, Brightpath shall submit an invoice, which shall be payable by the Client immediately on receipt;
(b) the Client shall return all materials which have not been fully paid for. Until they have been returned, the Client shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract.
12.2 Termination or expiry of the Contract shall not affect any rights, remedies, obligations or liabilities 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.
12.3 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.
13. General
13.1 Complaints. We aim to resolve any disputes amicably through our complaint procedure. You have the right to refer a dispute to alternative dispute resolution if we cannot resolve it directly.
13.2 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, including but not limited to severe weather, transportation issues, illness, or government restrictions.
13.3 Assignment and other dealings.
(a) Brightpath may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.
(b) The Client shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of Brightpath.
13.4 Confidentiality.
(a) Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 13.4(b).
(b) Each party may disclose the other party’s confidential information:
- (i) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 13.4; and
- (ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
(c) Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.
13.5 Entire agreement.
(a) The 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.
(b) Each party acknowledges that in entering into the Contract it does not rely on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
(c) Nothing in this clause shall limit or exclude any liability for fraud.
13.6 Variation. Except as set out in these Terms, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
13.7 Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or default. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
13.8 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Contract. If any provision or part-provision of this Contract deleted under this clause 13.8 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
13.9 Notices
(a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or sent by email to the address specified in in the Order Confirmation.
(b) Any notice shall be deemed to have been received:
- (i) if delivered by hand, at the time the notice is left at the proper address;
- (ii) if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second business day after posting; or
- (iii) if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 13.9(b)(iii), business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
(c) This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.
13.10 Third party rights.
(a) NHS England may enforce any term of this Contract as if it were Brightpath.
(b) Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
(c) The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.
13.11 Governing law. The 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.
13.12 Jurisdiction. 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 the Contract or its subject matter or formation.