WellSpace Ergonomics
Terms & Conditions
Terms relevant to enquiries and the supply of services or equipment by WellSpace Ergonomics.
WellSpace Ergonomics Ltd
TERMS & CONDITIONS
Commercial Supply, Workplace Services & IT Equipment
Document Reference: WSE-TC-001
Version: 1.1
Effective Date: 8 October 2026
Next Review Date: 7 October 2027
Document Owner: WellSpace Ergonomics Ltd
Overall Responsibility: Director, WellSpace Ergonomics Ltd
1. ABOUT THESE TERMS
1.1
These Terms & Conditions ("Terms") apply to the supply of goods and services by WellSpace
Ergonomics Ltd ("WellSpace", "we", "us" or "our") to a business customer ("Customer", "you" or
"your").
1.2
These Terms are intended for business-to-business transactions and apply to customers
purchasing goods or services in the course of a trade, business, profession or other commercial
activity.
1.3
These Terms may be used for commercial customers including companies, limited liability
partnerships, partnerships, sole traders, charities and other organisations acting for business or
organisational purposes.
1.4
These Terms do not apply to consumers acting wholly or mainly outside their trade, business,
craft or profession. Where mandatory legislation applies to a particular transaction, these
Terms shall be read subject to that legislation.
1.5
The contract between WellSpace and the Customer consists of the quotation or proposal
issued by WellSpace, these Terms, any written specification or scope of work expressly agreed
by WellSpace, and any written variation expressly agreed by both parties.
1.6
In the event of any conflict, the quotation or written specification shall take precedence only in
respect of the specific commercial or technical matter expressly addressed in it. These Terms
shall otherwise continue to apply.
2. ACCEPTANCE AND FORMATION OF CONTRACT
2.1
A quotation issued by WellSpace is an invitation to the Customer to place an order and does not
itself constitute acceptance of an order by WellSpace.
2.2
A contract shall be formed when WellSpace accepts the Customer's order, or when the
Customer accepts a quotation, requests an invoice for the quoted goods or services, makes
payment, instructs WellSpace to proceed, or otherwise confirms its intention to proceed with
the quoted goods or services, whichever occurs first, subject to any conditions stated in the
quotation.
2.3
By accepting a quotation or instructing WellSpace to proceed, the Customer confirms that it
has read and accepted these Terms.
2.4
Any terms contained in a Customer purchase order, procurement system, supplier portal or
other document shall not override these Terms unless WellSpace has expressly agreed to those
terms in writing.
2.5
A quotation is based upon the information, quantities, specifications and requirements known
to WellSpace at the time it is issued. Changes to those requirements may result in revised
pricing, delivery dates or scope.
3. GOODS AND SERVICES COVERED
3.1
WellSpace may supply, where quoted, the following goods and services.
Ergonomic and workplace services:
• Display Screen Equipment (DSE) assessments;
• ergonomic workstation assessments;
• workplace ergonomic assessments;
• workstation reviews;
• ergonomic guidance and consultancy;
• workplace wellbeing and ergonomic consultancy;
• workplace assessments and recommendations;
• workstation design and planning;
• office fit-out and workstation configuration services;
• furniture relocation and workstation moves;
• delivery and installation services; and
• other workplace or ergonomic consultancy services specified in the quotation.
Workplace equipment and furniture:
• ergonomic chairs;
• office chairs;
• desks;
• sit-stand desks;
• workstations;
• monitor arms;
• monitor stands;
• keyboards;
• mice;
• footrests;
• laptop stands;
• ergonomic accessories;
• office furniture;
• DSE equipment;
• assistive workplace equipment;
• storage and related workplace products; and
• other equipment specified in the quotation.
IT and electronic equipment:
• laptops;
• desktop computers;
• monitors;
• docking stations;
• keyboards and mice;
• chargers and power supplies;
• computer peripherals;
• cables and adapters;
• other workplace IT hardware; and
• related equipment expressly identified in the quotation.
3.2
The specific goods and/or services supplied shall be those stated in the relevant quotation,
order or written specification.
3.3
Product images, colours, finishes and illustrations are provided for general identification
purposes only. Minor variations in colour, finish, dimensions, packaging or appearance may
occur where reasonably attributable to manufacturer or supplier variations.
3.4
Where a manufacturer or supplier makes a reasonable change to a product specification,
WellSpace may supply an equivalent or substantially similar product where reasonably
necessary, provided the change does not materially reduce the agreed specification.
4. QUOTATIONS AND PRICING
4.1
Unless otherwise stated, quotations are valid for 14 days from the date issued.
4.2
A quotation may be withdrawn or revised after the stated validity period.
4.3
Prices are subject to applicable VAT at the rate in force at the date of supply.
4.4
Unless expressly stated otherwise, quotations include only the goods and services specifically
identified within them.
4.5
Additional work, equipment, delivery, installation, travel, storage, disposal or other services
requested by the Customer after acceptance may be charged separately.
4.6
Where a quotation is based on supplier or manufacturer pricing, WellSpace reserves the right to
revise the quotation before acceptance where there has been a material supplier price
increase, product discontinuation or material change in availability.
5. PROCUREMENT AND ORDERING
5.1
WellSpace operates a "No Pay, No Order" procurement policy for goods that are specifically
procured for the Customer, unless WellSpace has expressly agreed credit terms in writing.
5.2
Where advance payment is required, WellSpace will not place the relevant supplier or
manufacturer order until cleared funds have been received.
5.3
This applies particularly to bespoke goods, specially configured goods, non-stock goods, made-
to-order goods, special-order goods, products procured specifically for the Customer, IT
equipment configured or prepared specifically for the Customer, and other goods identified by
WellSpace as requiring advance procurement.
5.4
The Customer is responsible for ensuring that all specifications, quantities, measurements,
colours, finishes, equipment requirements and delivery details supplied to WellSpace are
accurate.
5.5
Once a specifically procured or special-order product has been ordered from a manufacturer or
supplier, cancellation may not be possible.
5.6
Where cancellation is accepted, the Customer shall remain responsible for reasonable costs
incurred by WellSpace, including supplier cancellation charges, non-refundable procurement
costs, bespoke manufacturing costs, delivery costs, restocking charges and other reasonable
expenses.
5.7
Estimated lead times commence only once any required payment has cleared and the relevant
supplier or manufacturer order has been placed.
5.8
Lead times are estimates unless a specific delivery date has been expressly guaranteed in
writing.
5.9
WellSpace shall not be responsible for supplier, manufacturer or courier delays outside its
reasonable control.
6. PAYMENT
6.1
Unless otherwise stated in the quotation, invoices are payable within 14 days of the invoice
date.
6.2
Payment shall be made by bank transfer using the payment details stated on the invoice.
6.3
Where a quotation states that payment is required in advance, WellSpace may withhold
procurement, delivery, installation or commencement of services until cleared payment has
been received.
6.4
Where payment is overdue, WellSpace reserves the right to charge statutory interest and
applicable compensation in accordance with the Late Payment of Commercial Debts (Interest)
Act 1998.
6.5
WellSpace may suspend further work, procurement, delivery, installation or services where an
undisputed invoice remains overdue.
6.6
Suspension of services due to non-payment shall not remove the Customer's obligation to pay
amounts already due.
7. CANCELLATION, CHANGES AND RETURNS
7.1
A request to cancel or amend an order must be made in writing.
7.2
Cancellation or amendment before procurement may be accepted at WellSpace's discretion.
7.3
Once goods have been ordered from a supplier or manufacturer, cancellation may not be
possible.
7.4
Where cancellation is accepted after procurement, the Customer shall be responsible for
reasonable costs incurred as a result of the cancellation.
7.5
These costs may include supplier or manufacturer cancellation charges, bespoke
manufacturing costs, delivery and collection costs, restocking charges, configuration costs,
licensing costs and other reasonable costs incurred by WellSpace.
7.6
IT equipment that has been specially ordered, configured, licensed, registered, prepared or
otherwise customised for the Customer may be subject to supplier or manufacturer
cancellation and return conditions.
7.7
Any return of goods shall be subject to the applicable manufacturer or supplier terms and any
rights that cannot lawfully be excluded.
7.8
WellSpace does not guarantee that a manufacturer or supplier will accept the return of
specially ordered, bespoke, configured or non-stock goods.
7.9
Changes requested after acceptance may result in additional charges and revised delivery or
completion dates.
8. DELIVERY
8.1
Delivery shall be made to the address agreed in the quotation or subsequently confirmed in
writing.
8.2
The Customer is responsible for providing accurate delivery information and ensuring that
suitable access is available.
8.3
The Customer shall inform WellSpace in advance of any relevant access, parking, loading,
stairs, lift, security, reception, restricted delivery times, permit or other site requirements.
8.4
Where a delivery cannot reasonably be completed because of circumstances attributable to the
Customer, WellSpace may charge reasonable additional delivery, waiting, storage or
attendance costs.
8.5
Unless expressly included in the quotation, delivery does not include disposal of existing
furniture or equipment.
9. INSTALLATION, ASSEMBLY AND WORKPLACE MOVES
9.1
Where installation is included, WellSpace's standard installation service consists of physical
delivery, assembly, installation, positioning and adjustment of the quoted equipment.
9.2
Unless expressly included in the quotation, installation does not include electrical installation,
building works, plumbing, specialist lifting, structural alterations, removal of fixed installations,
disposal of existing furniture, specialist IT engineering, network configuration, software
configuration, server configuration, cybersecurity services or other specialist services outside
the agreed scope.
9.3
Where WellSpace is engaged to dismantle, move and/or reassemble furniture, the service is
limited to the items and locations stated in the quotation.
9.4
WellSpace may refuse to dismantle, move or install an item where, in its reasonable opinion,
doing so presents an unsafe or unreasonable risk of injury or damage.
9.5
The Customer shall inform WellSpace of known defects, damage, instability, unusual
construction or other issues affecting furniture or equipment before it is moved or dismantled.
9.6
WellSpace shall not be responsible for damage arising from pre-existing defects, weakness,
deterioration or unsuitable construction that could not reasonably have been identified before
dismantling or moving.
10. IT EQUIPMENT
10.1
Where WellSpace supplies laptops, computers, monitors, docking stations, peripherals or other
IT hardware, the supply is limited to the hardware and any services expressly included in the
quotation.
10.2
Unless expressly included in writing, WellSpace does not provide IT helpdesk services,
operating system support, software installation, software licensing, email configuration,
Microsoft 365 administration, user-account creation, password management, network
configuration, server configuration, cloud administration, cybersecurity services, firewall
configuration, antivirus management, data migration, data recovery, server backup, cloud
backup, database administration or general IT support.
10.3
Where such services are specifically requested, they shall only be undertaken if separately
agreed in writing and may be subject to additional terms and charges.
10.4
Software and licences supplied with IT equipment remain subject to the applicable
manufacturer's or software licensor's terms.
10.5
WellSpace does not provide any greater software or licence warranty than that provided by the
relevant manufacturer or licensor.
10.6
Unless expressly agreed, WellSpace will not retain Customer passwords, authentication
credentials or security information.
11. CUSTOMER DATA, BACKUPS AND IT SECURITY
11.1
The Customer remains responsible for the security, integrity and backup of its own data.
11.2
The Customer must ensure that appropriate backups have been completed before WellSpace
undertakes any work involving equipment containing Customer data.
11.3
Unless expressly agreed in writing, WellSpace will not access, copy, transfer, store or retain
Customer data held on laptops, computers, storage devices, servers, cloud systems or other IT
equipment.
11.4
Where WellSpace is required to access or process Customer data as part of an expressly agreed
service, the scope and data protection responsibilities shall be agreed before the work begins.
11.5
WellSpace shall not be responsible for loss, corruption, alteration or unavailability of Customer
data arising from the Customer's own systems, third-party systems, Customer instructions,
Customer hardware or software, pre-existing faults, inadequate backups, unauthorised access
by third parties or circumstances outside WellSpace's reasonable control, subject always to
liability that cannot lawfully be excluded or limited.
11.6
Physical installation of IT equipment does not constitute an undertaking by WellSpace to
access, manage or maintain the Customer's wider IT environment.
12. DSE AND ERGONOMIC ASSESSMENTS
12.1
DSE and ergonomic assessments are workplace risk-management and ergonomic consultancy
services.
12.2
Assessments may consider workstation configuration, chair and desk positioning, monitor
position, keyboard and mouse positioning, posture, working practices, workspace layout,
equipment suitability and other relevant ergonomic factors.
12.3
Recommendations are based on the information available to WellSpace at the time of
assessment.
12.4
DSE and ergonomic assessments are not medical examinations or clinical assessments.
12.5
WellSpace does not provide medical diagnosis, medical treatment, physiotherapy,
occupational therapy, chiropractic treatment, clinical rehabilitation or other medical or clinical
services unless a separate service is expressly agreed and appropriately qualified and provided.
12.6
Where an employee reports pain, discomfort or a medical condition, WellSpace may
recommend that the individual seeks appropriate medical or occupational-health advice.
12.7
WellSpace does not guarantee that a recommended workstation, equipment or adjustment will
prevent, cure or eliminate any medical condition, injury or discomfort.
12.8
The Customer remains responsible for its own workplace health and safety arrangements and
for implementing or considering recommendations made following an assessment.
13. WARRANTIES AND DEFECTIVE GOODS
13.1
Goods supplied by WellSpace will be covered by any applicable manufacturer or supplier
warranty.
13.2
Where appropriate, WellSpace may assist the Customer in communicating with the relevant
manufacturer or supplier regarding a warranty claim.
13.3
WellSpace shall provide services with reasonable care and skill.
13.4
Manufacturer warranties and supplier warranties remain subject to their applicable terms and
conditions.
13.5
A warranty or defect claim may not apply where damage or failure results from misuse,
accidental damage, neglect, abnormal use, failure to follow instructions, unauthorised
modification, inappropriate environmental conditions, normal wear and tear or other
circumstances outside the applicable warranty.
13.6
Nothing in these Terms removes any statutory rights or remedies that cannot lawfully be
excluded.
14. DELIVERY INSPECTION AND DAMAGE
14.1
The Customer should inspect goods as soon as reasonably practicable following delivery or
installation.
14.2
Visible damage, missing items, incorrect products or obvious defects should be reported to
WellSpace in writing as soon as reasonably practicable and, where possible, within 24 hours of
delivery or installation. Photographs should be provided where reasonably practicable.
14.3
Prompt notification is important because it may assist WellSpace in identifying the cause of an
issue and pursuing any applicable claim against a supplier, manufacturer or carrier.
14.4
Failure to report an issue within 24 hours does not automatically remove rights or remedies that
cannot lawfully be excluded.
14.5
Latent defects or defects that could not reasonably have been identified during an initial
inspection should be reported promptly once discovered.
15. PHOTOGRAPHS AND CONDITION RECORDS
15.1
Where reasonably necessary for the provision of delivery, installation, assembly, workplace
move or related services, WellSpace may take photographs of equipment, work areas or
completed installations for purposes including:
• recording the condition of goods before or after installation;
• documenting pre-existing damage;
• recording completed work;
• supporting warranty or supplier claims;
• investigating damage or incidents;
• demonstrating the scope or condition of work undertaken; and
• maintaining appropriate business records.
15.2
WellSpace will seek to avoid unnecessarily photographing identifiable individuals or personal
information.
15.3
Where photographs contain personal data, they will be handled in accordance with WellSpace's
Privacy Policy & Privacy Notice and applicable data protection legislation.
15.4
Photographs will not be used for marketing or promotional purposes without an appropriate
lawful basis and, where required, appropriate consent.
16. RISK AND TITLE
16.1
Risk in goods passes to the Customer upon delivery.
16.2
Where WellSpace is responsible for installation, risk passes upon completion of physical
installation and handover, except to the extent otherwise agreed in writing.
16.3
Ownership of goods supplied by WellSpace remains with WellSpace until WellSpace has
received payment in full for the relevant goods, any associated services, delivery and
installation charges, and any other sums properly due under the relevant contract.
16.4
Until title passes, the Customer shall take reasonable care of the goods, keep them identifiable
as goods supplied by WellSpace where reasonably practicable, not intentionally damage or
dispose of them, and not create or allow any third-party interest in them that is inconsistent
with WellSpace's retained title.
16.5
Where payment remains outstanding, WellSpace may exercise any rights available to it under
applicable law in relation to goods for which title has been retained.
16.6
Nothing in this clause authorises WellSpace to enter premises unlawfully or exercise any
remedy other than one permitted by law.
17. LIABILITY
17.1
Nothing in these Terms excludes or restricts liability to the extent that such liability cannot
lawfully be excluded or restricted.
17.2
Subject to clause 17.1, WellSpace's aggregate liability arising out of or in connection with a
particular order, contract, service or supply of goods, whether arising in contract, tort (including
negligence), breach of statutory duty or otherwise, shall be limited to the net amount actually
paid by the Customer to WellSpace for the specific goods or services giving rise to the claim.
17.3
Subject to clause 17.1, WellSpace shall not be liable for indirect or consequential loss,
including loss of profit, revenue, business, anticipated savings, opportunity, contracts, goodwill,
employee productivity, working time, administrative costs or operational disruption.
17.4
Subject to clause 17.1, WellSpace shall not be responsible for losses arising from
circumstances outside its reasonable control.
17.5
In relation to IT equipment, WellSpace shall not be responsible for data loss, data corruption,
network interruption, software failure, cybersecurity incidents or loss arising from Customer
systems where WellSpace has not expressly undertaken responsibility for the relevant IT
service.
17.6
The liability provisions in these Terms are intended to allocate commercial risk between
business parties and shall apply only to the extent permitted by applicable law.
17.7
Nothing in these Terms excludes liability for death or personal injury caused by negligence,
fraud or fraudulent misrepresentation, deliberate wrongdoing where liability cannot lawfully be
excluded or limited, or any other liability that cannot legally be excluded or limited.
18. FORCE MAJEURE
18.1
WellSpace shall not be liable for delay or failure to perform caused by circumstances beyond its
reasonable control.
18.2
Such circumstances may include supplier or manufacturer failure, manufacturing delays,
courier or transport disruption, industrial disputes, extreme weather, fire, flood, power failure,
telecommunications failure, government action, changes in law or regulation, pandemic or
epidemic, shortage of materials, significant supply-chain disruption or other events reasonably
outside WellSpace's control.
18.3
WellSpace shall take reasonable steps to minimise the impact of such circumstances where
practicable.
18.4
Where a force majeure event materially affects performance, WellSpace shall notify the
Customer where reasonably practicable and provide an updated estimated timeframe.
19. CUSTOMER RESPONSIBILITIES
19.1
The Customer shall:
• provide accurate information;
• provide accurate measurements and specifications;
• provide suitable access to delivery and installation locations;
• ensure that the work area is reasonably safe;
• provide necessary site information;
• ensure appropriate employee availability for DSE assessments;
• follow manufacturer instructions;
• maintain appropriate IT backups;
• provide required permissions and access;
• promptly notify WellSpace of relevant site restrictions; and
• pay invoices in accordance with these Terms.
19.2
WellSpace shall not be responsible for delays or additional costs caused by inaccurate
Customer information, lack of access, unsafe working conditions, unavailable personnel, site
restrictions or other matters within the Customer's reasonable control.
20. CONFIDENTIALITY
20.1
Each party shall use reasonable efforts to keep confidential information received from the other
party confidential.
20.2
Confidential information shall not include information which is already lawfully known,
becomes publicly available other than through breach of confidentiality, is independently
developed, or must be disclosed by law or a competent authority.
20.3
WellSpace may disclose information to employees, contractors, professional advisers,
suppliers or service providers where reasonably necessary to provide the agreed goods or
services, provided appropriate confidentiality obligations apply where required.
21. DATA PROTECTION
21.1
WellSpace shall process personal data in accordance with applicable UK data protection
legislation and its Privacy Policy & Privacy Notice (WSE-DP-003), as amended from time to
time.
21.2
Depending on the nature of the particular processing activity, WellSpace may act as a data
controller, data processor or another legally recognised role under applicable data protection
legislation.
21.3
The applicable role shall be determined by the actual nature and purpose of the processing
rather than simply by the wording of this contract.
21.4
Where WellSpace acts as a processor on behalf of the Customer, the parties shall enter into a
suitable Data Processing Agreement ("DPA") where required by applicable law.
21.5
Where a DPA is required, it shall set out the relevant processing arrangements, including the
subject matter, duration, nature and purpose of processing, types of personal data and
categories of data subjects, together with the other provisions required by applicable law.
21.6
The Customer shall provide WellSpace with lawful and documented instructions where
WellSpace is acting as its processor.
21.7
WellSpace shall apply appropriate technical and organisational measures appropriate to the
processing it undertakes.
21.8
Where WellSpace uses a sub-processor in circumstances where it is acting as a processor, the
relevant contractual and authorisation requirements applicable to sub-processing shall apply.
21.9
Where WellSpace processes personal data independently as a controller, it shall do so in
accordance with its Privacy Policy & Privacy Notice and applicable law.
21.10
Nothing in these Terms requires WellSpace to retain Customer personal data for longer than
reasonably necessary, except where retention is required by law or legitimate business or legal
requirements.
22. MARKETING AND COMMUNICATIONS
22.1
WellSpace may contact business customers regarding services, quotations, orders, account
administration and other matters relating to an existing business relationship.
22.2
Direct marketing communications will be undertaken in accordance with applicable data
protection and electronic marketing legislation.
22.3
WellSpace will not sell Customer personal data to third parties.
22.4
Where consent is required for a particular form of marketing communication, WellSpace will
obtain and record that consent as required by law.
23. INTELLECTUAL PROPERTY
23.1
Unless otherwise agreed in writing, WellSpace retains ownership of its pre-existing intellectual
property, including assessment templates, report formats, methodologies, training materials,
written materials, branding, logos, photographs, diagrams, marketing materials and other
proprietary materials.
23.2
The Customer may use reports and recommendations supplied specifically to it for its own
internal business purposes.
23.3
The Customer shall not reproduce, resell, distribute or commercially exploit WellSpace's
proprietary templates, materials or methodologies without prior written permission.
23.4
This clause does not prevent the Customer from using information contained within an
assessment report for legitimate workplace, health and safety or operational purposes.
24. COMPLAINTS AND DISPUTE RESOLUTION
24.1
WellSpace aims to resolve complaints promptly and reasonably.
24.2
Any complaint should be submitted in writing and should include sufficient information to allow
WellSpace to investigate the matter.
24.3
The parties shall, where reasonably practicable, attempt to resolve disputes through good-faith
discussion before commencing court proceedings.
24.4
Nothing in this clause prevents either party from taking urgent legal action where necessary to
protect its legitimate interests.
24.5
WellSpace maintains a separate Customer Complaints Procedure (WSE-CMP-001).
25. GENERAL
25.1
These Terms, together with the relevant quotation, specification and any written variations,
constitute the agreement between the parties concerning the relevant goods and services.
25.2
Any amendment to these Terms or the agreed scope shall be made in writing.
25.3
If any provision of these Terms is found to be invalid, unlawful or unenforceable, that provision
shall be modified or removed only to the extent necessary, and the remaining provisions shall
continue in force.
25.4
A failure or delay by either party to exercise a right shall not constitute a waiver of that right.
25.5
The Customer may not transfer or assign its rights or obligations under a contract with
WellSpace without WellSpace's prior written consent, except where permitted by law.
25.6
WellSpace may use appropriately qualified employees, contractors, suppliers and
subcontractors to fulfil its obligations.
25.7
Nothing in these Terms creates a partnership, joint venture, agency or employment relationship
between the parties.
25.8
A person who is not a party to the contract shall have no right to enforce its terms under the
Contracts (Rights of Third Parties) Act 1999, unless expressly stated otherwise.
26. GOVERNING LAW AND JURISDICTION
26.1
These Terms and any contract between WellSpace and the Customer shall be governed by the
laws of England and Wales.
26.2
Subject to any mandatory legal requirements, the courts of England and Wales shall have
exclusive jurisdiction in relation to disputes arising from or connected with the contract.
27. CUSTOMER ACKNOWLEDGEMENT
27.1
By accepting a WellSpace quotation, requesting an invoice, making payment or instructing
WellSpace to proceed, the Customer confirms that:
• it has had the opportunity to review these Terms;
• it accepts these Terms;
• the information and specifications it has provided are accurate to the best of its
knowledge;
• it understands that specially procured or configured goods may not be cancellable or
returnable;
• it understands the scope and limitations of any IT services included in its quotation; and
• it understands that DSE and ergonomic assessments are not medical or clinical
services.
COMPANY DETAILS
WellSpace Ergonomics Ltd
Email: enquiries@wellspaceergonomics.co.uk
Telephone: 07799 833516
Document Reference: WSE-TC-001
Terms & Conditions Version: 1.1
Effective Date: 8 October 2026
Next Review Date: 7 October 2027
END OF TERMS & CONDITIONS