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Terms of Sale and Licence Agreement

1. About these terms

These terms apply when you buy or use any Wardour product: downloadable document templates, workbooks and guides ("Materials"), and any updates subscription. By ticking the box at checkout, or by downloading or using the Materials, you agree to these terms. Please read sections 3 (business customers only), 10 (your responsibilities), 11 (no professional advice), 12 (no warranties), 13 (our liability) and 14 (your indemnity) carefully - they limit our responsibility to you.

2. Who sells to you

Your purchase is processed through the checkout platform named above. It takes payment (through the payment provider you choose at checkout, such as Stripe or PayPal), delivers your download and sends your receipt. Where the platform acts as reseller for tax purposes (for example, it accounts for UK and EU VAT on sales of digital products), it handles that tax and the related invoicing under its own buyer terms. These terms govern your licence to use the Materials and your relationship with us as the creator and licensor of the Materials. If the two conflict on payment, tax or invoicing, the platform's terms apply; on everything else, these terms apply.

3. Business customers only

• We sell only to businesses and organisations (for example companies, partnerships, sole traders, charities and public bodies) that buy the Materials for use in their trade, business or profession. We do not sell to consumers.
• At checkout you must confirm that you are buying on behalf of a business or organisation, for its business purposes, and that you have authority to accept these terms for it. We rely on that confirmation, and the statutory rights that apply only to consumers do not apply to your purchase.
• If, despite that confirmation, the law treats you as a consumer, nothing in these terms affects the rights you have that cannot be excluded by law (including under the Consumer Rights Act 2015), and where a term below says it applies "to the extent permitted by law" it will apply to you only to that extent.

4. Ordering and delivery

• The product description, contents index and price shown at checkout form part of the contract. Prices are shown at checkout with any VAT that applies.
• The contract is made when the platform confirms your order by email. Delivery is by instant download link and email. If you have not received your download within 1 hour, check your spam folder and then email us.
• Download links may expire. You can request a fresh link by email for as long as you hold a licence.

5. Your licence

Once you have paid in full, we grant you a non-exclusive, non-transferable, perpetual licence for one organisation (one legal entity - the buyer named on the order) to:

• use, copy, edit, adapt and rebrand the Materials for the internal running of that organisation's own services, at any number of locations operated by that same legal entity;
• let its staff, contractors, auditors, commissioners and regulators (such as CQC or UKAS) see and use the adapted documents for that purpose; and
• keep using documents adapted from the Materials even after any updates subscription ends.

6. What you must not do

• Sell, resell, sublicense, give away, share, publish or otherwise distribute the Materials, in original or adapted form, to anyone outside your organisation - including other companies in your group, franchisees, clients or members.
• Use the Materials to provide a template, policy-writing, compliance or consultancy service to others, or to build a competing product (including training an AI model or dataset for that purpose).
• Upload the Materials to any public website, marketplace, file-sharing service or shared drive that people outside your organisation can access.
• Remove copyright or licence notices from unadapted copies.

Each additional legal entity needs its own licence, which can be bought on our website. If you breach this section, your licence ends automatically and we may claim for our loss.

7. Ownership

We (or our licensors) own the copyright and other intellectual property in the Materials. You own the organisation-specific content you add, but not our underlying template text, structure or design. Third-party standards and guidance referred to in the Materials (for example ISO 15189, CQC, NHS or HSE publications) belong to their owners and are not reproduced; you must obtain your own copies where needed.

8. Updates and support

• Updates included for 12 months. For 12 months from purchase, we will make revised versions of the product you bought available by email download link when we update it (for example after changes to CQC frameworks, legislation or standards). We decide what and when to update; we do not promise a fixed schedule.
• Optional updates subscription. After 12 months you can subscribe to continued updates for the price shown on our website. Subscriptions renew automatically each year until cancelled. We will email you a reminder before each renewal. You can cancel online at any time through the link in your receipt or customer portal; cancellation stops future renewals and you keep everything already downloaded.
• Support is provided by our online help centre (FAQ) and by email only, for questions about downloading, opening and using the files. We aim to reply within 3 working days. We do not provide telephone support, consultancy, advice on your particular service, document review or bespoke editing.

9. Cancellation, refunds and faulty files

Our Refund and Cancellation Policy forms part of these terms. In short: the Materials are sold to businesses, which have no statutory right to cancel. In any event, at checkout you request immediate supply of the digital content and acknowledge that any right to cancel is lost once the download begins. If a file is faulty (for example corrupted, missing or not as described), tell us and we will replace it or, if we cannot, refund you.

10. Your responsibilities

You are solely responsible for:

• choosing whether the Materials are suitable for your organisation and services;
• adapting, completing and correcting them (including every placeholder) so that they accurately reflect your services, premises, staff, risks and legal obligations;
• checking them against current law, regulations, CQC requirements, national guidance, standards (such as ISO 15189) and manufacturers' instructions, and taking professional advice where needed;
• having them reviewed and approved by suitably competent people in your organisation before use;
• implementing them, training your staff, monitoring compliance and keeping them up to date; and
• the services and care you provide, and your compliance with your legal and regulatory obligations.

11. No professional advice

The Materials are general templates. They are not legal, clinical, medical, regulatory, employment, health and safety, data protection or other professional advice and are not a substitute for it. Buying or using them does not create an adviser-client, clinical or other professional relationship with us. We do not know your service and we do not check how you adapt or use the Materials. See also our Medical and Compliance Disclaimer, which forms part of these terms.

12. No warranties

• The Materials are provided "as is". We aim to make them accurate and useful, but, to the extent permitted by law, we give no warranty, representation or guarantee, express or implied, that they are accurate, complete, error-free, current, suitable for your services or fit for any particular purpose, or that using them will achieve any result.
• In particular, we do not guarantee registration with the Care Quality Commission, any CQC rating or assessment outcome, UKAS accreditation, any commissioning or tender outcome, or compliance with any law, regulation or standard. Those decisions are made by others and depend on how you run your service.
• The Materials reflect law, regulations and guidance as we understood them at the date stated in the Materials (October 2026 for version 1.0). We give no warranty that they remain current after that date, and updates (where included) are provided at our discretion.
• To the extent permitted by law, all terms, conditions and warranties implied by statute, common law or otherwise (including as to satisfactory quality and fitness for purpose) are excluded.

13. Our liability

• Exclusions. To the extent permitted by law, we will not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, misrepresentation or otherwise, for any: (a) loss of profit, revenue, income or anticipated savings; (b) loss of business, contracts or opportunity; (c) loss of goodwill or reputation; (d) loss or corruption of data; (e) regulatory fines, penalties, enforcement costs, or costs of re-registration, re-inspection or remedial work; (f) claims brought against you by patients, service users, staff or other third parties; (g) wasted expenditure or management time; or (h) indirect, special or consequential loss of any kind - in each case however arising and even if foreseeable or we were told it was possible.
• Cap. To the extent permitted by law, our total aggregate liability to you for all claims arising out of or in connection with the Materials, any updates and these terms, however arising, is limited to the total price you paid us for the Materials that the claim relates to.
• Time limit. To the extent permitted by law, any claim must be notified to us in writing within 12 months of the date you first became aware (or ought reasonably to have become aware) of the grounds for it, or it will be barred.
• Why these limits are reasonable. The Materials are low-cost, general templates; you are free to inspect them before adopting them; you control how they are adapted and used; we cannot know or control your service or the risks of your regulated activities; and you are best placed to insure your own operations. Our prices are set on the basis of these limits.
• What we do not exclude or limit. Nothing in these terms excludes or limits our liability for: death or personal injury caused by our negligence; fraud or fraudulent misrepresentation; or any other liability which cannot be excluded or limited by law (including, if you are treated as a consumer, your non-excludable statutory rights).

14. Your indemnity

To the extent permitted by law, you will indemnify us against losses, costs (including reasonable legal costs) and liabilities arising from: (a) your breach of the licence restrictions in section 6; or (b) any claim brought against us by a third party arising from how you adapted, implemented or used the Materials in your organisation, except to the extent the claim arises from our own breach of these terms or our negligence.

15. Ending the licence

We may end your licence by email if you materially breach these terms (for example by sharing the Materials). You must then stop using and delete the Materials and documents derived from them, except records you are legally required to keep. Sections 7 and 10 to 14 and 20 continue to apply after the licence ends.

16. Events outside our control

We are not responsible for delays or failures caused by events outside our reasonable control, such as platform or internet outages.

17. Personal data

We use your personal data as described in our Privacy Policy. Do not send us patient, service-user or staff records; the Materials and our support service do not need them.

18. Changes to these terms

We may update these terms for future purchases. The version in force when you bought applies to that purchase, except that changes required by law apply from when they take effect.

19. Other important terms

• We may transfer our rights and obligations to another business (for example if we sell Wardour); we will tell you and this will not reduce your rights. You may not transfer your licence without our written consent.
• No one other than you and us has any right to enforce these terms under the Contracts (Rights of Third Parties) Act 1999.
• If a court finds part of these terms unenforceable, the rest continues to apply.
• If we delay enforcing these terms, we can still enforce them later.
• These terms (with the documents they refer to) are the whole agreement between us about the Materials. You confirm you have not relied on any statement, promise or representation not set out in these terms or the product description; this does not limit liability for fraudulent misrepresentation.

20. Complaints, law and courts

If you are unhappy, email us first and we will try to resolve it. These terms, and any dispute arising from them, are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.

21. Legislation and guidance used as reference

These documents were written from first principles with reference to the following (no third-party template text was copied):

• Consumer Rights Act 2015 (digital content, Part 1 Chapter 3; unfair terms, Part 2; s65 negligence liability): https://www.legislation.gov.uk/ukpga/2015/15/contents
• Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, reg 37: https://www.legislation.gov.uk/uksi/2013/3134/regulation/37
• BIS guidance on the Consumer Contracts Regulations: https://assets.publishing.service.gov.uk/media/5a817b92ed915d74e33fe73a/bis-13-1368-consumer-contracts-information-cancellation-and-additional-payments-regulations-guidance.pdf
• Unfair Contract Terms Act 1977 (s2 negligence, s11 reasonableness - business contracts): https://www.legislation.gov.uk/ukpga/1977/50/contents
• CMA guidance on unfair contract terms (CMA37): https://www.gov.uk/government/publications/unfair-contract-terms-cma37
• Contracts (Rights of Third Parties) Act 1999: https://www.legislation.gov.uk/ukpga/1999/31/contents
• UK GDPR and Data Protection Act 2018; ICO guide to UK GDPR: https://ico.org.uk/for-organisations/uk-gdpr-guidance-and-resources/
• ICO guidance on storage and access technologies (cookies), April 2026: https://ico.org.uk/for-organisations/direct-marketing-and-privacy-and-electronic-communications/guidance-on-the-use-of-storage-and-access-technologies
• Digital Markets, Competition and Consumers Act 2024 - subscription contracts regime (expected from January 2027): https://www.gov.uk/government/consultations/consultation-on-the-implementation-of-the-new-subscription-contracts-regime