Effective date: 4th June 2026
These terms and conditions (“Terms”) govern the
supply of services by Ornex Limited, trading as “Wellmarkit”
(“Wellmarkit”, “we”, “us”, “our”), to
its clients (“you”, “your”). Please read them carefully. By
requesting a quotation, booking a session, subscribing to a service, enrolling
in a programme, or otherwise engaging us, you agree to these Terms.
Company details
2.1. These Terms apply to every Contract and prevail over
any terms you seek to impose or incorporate.
2.2. Where there is any conflict between these Terms and a
Quotation we have agreed with you, the Quotation prevails for the specific
matter it addresses.
2.3. We may update these Terms from time to time. The
version published on our website at the date you enter into a Contract applies
to that Contract. For ongoing services, we will give you reasonable notice of
material changes.
3.1. We provide healthcare-focused business advisory,
marketing and implementation services to clinics, private practices and
practitioners. The specific Services to be provided are set out in your
Quotation, booking, or the product description you purchase.
3.2. We will provide the Services with reasonable care and
skill. Any timeframes we give are estimates and depend, among other things, on
you providing information, materials, access and approvals promptly.
4.1. Quotations are valid for 30 days from issue unless
stated otherwise, and are not binding until accepted by you and confirmed by
us.
4.2. Quotations are based on the information you provide. If
the scope changes, or if the information provided proves inaccurate or
incomplete, we may revise the fees and timeline, and will confirm any change
with you before proceeding.
5.1. Fees are as set out in your Quotation or in the
published price of the product you purchase.
5.2. Unless stated otherwise, fees are exclusive of VAT. VAT
is charged at the prevailing rate where applicable.
5.3. We invoice in your local currency where practicable
(for example EUR, GBP, USD or CHF). The applicable currency is confirmed in
your Quotation or at the point of purchase. Where currency conversion applies,
you are responsible for any bank or card charges and exchange-rate differences
applied by your payment provider.
6.1. Project-based engagements (including website and
systems implementation). Unless your Quotation states otherwise, 50% of the
agreed fee is payable before work begins and the remaining 50% is payable on
completion, once the work is ready for handover. The initial 50% is a deposit
and is non-refundable once work has commenced.
6.2. Sessions, audits, subscriptions and programmes
are payable in advance at the time of booking or purchase.
6.3. We accept payment by Stripe, SumUp and bank transfer.
Subscriptions are collected automatically on a recurring basis until cancelled.
6.4. We do not charge interest on overdue amounts. However,
we may suspend or withhold Services and Deliverables, and withhold transfer of
ownership in any Deliverables, until all sums due have been paid in full.
7.1. Clinic Growth & Systems Audit. You may
reschedule once, free of charge, with at least two business days’ notice.
Cancellations made with less than two business days’ notice, and missed
appointments, are non-refundable. Once the audit has been delivered (including
the Clinic Performance Scorecard and roadmap), the fee is non-refundable. If we
cancel, you may reschedule or receive a full refund.
7.2. Mentoring sessions. You may reschedule with at
least two business days’ notice. Late cancellations and no-shows forfeit the
fee. If we cancel, you may reschedule or receive a full refund.
7.3. Therapist Business Club. Membership is a rolling
subscription. You may cancel at any time; cancellation takes effect at the end
of your current paid period and you retain access until then. Fees already paid
are non-refundable and we do not provide pro-rata refunds for partial periods.
Any promotional terms (for example, introductory free periods for founding
members) are as stated at sign-up.
7.4. Practice Launch Bootcamp. The Bootcamp is a
scheduled programme that includes access to digital materials and Therapist
Business Club access. You may cancel for a full refund up to seven days before
the programme start date. After that point, or once digital materials or Club
access have been released to you (whichever is earlier), the fee is
non-refundable.
7.5. Project cancellation. If you cancel a project
after work has begun, the initial deposit is non-refundable and you remain
liable for any work carried out, and any non-recoverable third-party costs
incurred, up to the date of cancellation.
7.6. These provisions are subject to your statutory rights
as a Consumer under clause 8 where they apply.
8.1. This clause applies only where you are a Consumer
purchasing at a distance — for example, an individual practitioner booking a
session, joining the Club, or enrolling in the Bootcamp online. It does not
apply to business clients (including clinics, practices and practitioners
contracting in the course of their business).
8.2. Where it applies, you have the right to cancel within
14 days of entering into the Contract under the European Union (Consumer
Information, Cancellation and Other Rights) Regulations 2013, without giving a
reason.
8.3. Services begun within the cooling-off period. If
you ask us to begin providing a Service before the 14-day period ends, you
expressly request that we do so and acknowledge that (a) you will lose your
right to cancel once the Service has been fully performed, and (b) if you
cancel after the Service has begun but before it is complete, you must pay for
the Services provided up to the point of cancellation, in proportion to the
full Contract.
8.4. Digital content and online access. For digital
content and online access (including Therapist Business Club membership and
Practice Launch Bootcamp materials), you expressly consent to immediate access
and acknowledge that you lose your right to cancel once access has been
granted.
8.5. To exercise a right to cancel, contact us at hello@wellmarkit.com before the period
expires.
9.1. Scope. The scope of each project is defined in
the Quotation. Work outside that scope is treated as a change and may affect
fees and timelines.
9.2. Your materials and cooperation. You are
responsible for providing content, branding, access credentials, approvals and
any third-party account access we need, in good time. We are not responsible
for delays caused by late or incomplete materials. You confirm that any
materials you provide do not infringe third-party rights and that you have the
right to use them.
9.3. Hosting. We do not provide website hosting. You
are responsible for arranging and maintaining your own hosting, domain and
related accounts. Where we configure or recommend hosting, the contract for
that hosting is between you and the hosting provider.
9.4. Third-party services. Implementation often
relies on third-party platforms (for example, practice management software,
booking systems, payment processors and AI tools). These are provided on the
third party’s own terms, and we are not responsible for their availability, performance,
pricing changes or discontinuation.
9.5. Approval and handover. On completion, we will
present the Deliverables for your review. The project is treated as complete
and ready for handover once the agreed scope has been delivered. Final payment
falls due at that point under clause 6.1.
10.1. We offer website maintenance plans. The services
included, the fee and the billing frequency are set out in your plan.
10.2. Maintenance plans renew automatically. Either party
may cancel with 30 days’ written notice, effective at the end of the current
billing period. Fees for the current billing period are non-refundable.
10.3. Maintenance plans cover the agreed maintenance tasks
only and do not include new development, redesigns or work outside the plan,
which are quoted separately.
11.1. All intellectual property rights in our pre-existing
materials, methodologies, frameworks, templates, tools and systems (including,
without limitation, the Wellmarkit Clinic Operations Scorecard and related
diagnostics) remain our property at all times.
11.2. On full payment of all sums due under the relevant
Contract, ownership of the final Deliverables created specifically for you
transfers to you, excluding (a) our pre-existing materials and methodologies,
and (b) any third-party components, which are licensed to you on the third
party’s terms.
11.3. Until full payment has been received, all Deliverables
remain our property and you may not use them.
12.1. With your prior consent, we may reference your name,
logo and a description of the work we carried out in our portfolio, website and
marketing materials.
12.2. We will not do so without your agreement, and you may
withdraw your consent for future use at any time by contacting us.
13.1. You are responsible for the accuracy and completeness
of the information you provide to us.
13.2. You remain solely responsible for your own compliance
with the laws, regulations and professional and ethical codes that apply to
your practice — including, where relevant, the requirements of your
professional or regulatory body (for example CORU, IACP, IAHIP, PSI, BACP or
HCPC). Our advice and implementation support do not transfer that
responsibility to us.
13.3. You are the data controller for the personal data of
your own patients and clients. You are responsible for ensuring you have a
lawful basis to process that data and for your own compliance with data
protection law.
13.4. You are responsible for maintaining your own
appropriate insurance.
14.1. We bring experience and proven methods, but we do not
guarantee specific outcomes — including, without limitation, search engine
rankings, levels of patient or client enquiries, conversion rates, revenue or
profit.
14.2. Results depend on factors outside our control,
including your market, your implementation of our recommendations, and your
ongoing business decisions.
15.1. Our Services are business advisory, marketing and
implementation services.
15.2. They do not constitute financial, investment,
accounting, tax, legal or clinical advice. You should obtain advice from an
appropriately qualified professional before making decisions in those areas.
16.1. We sometimes recommend third-party tools and services.
Where we recommend such tools, we may receive a commission or referral fee if
you purchase through our link, at no additional cost to you.
16.2. We only recommend tools we would be willing to
implement for a client. Any commission does not influence our recommendations.
16.3. Your contract for any third-party tool or service is
with that provider, on their terms. We are not responsible for third-party
products or services.
17.1. Each party will keep confidential the other’s
confidential information and use it only for the purposes of the Contract.
17.2. This does not apply to information that is or becomes
public through no fault of the receiving party, was already lawfully held, or
must be disclosed by law.
18.1. Each party will comply with applicable data protection
law, including the General Data Protection Regulation (GDPR) and the Irish Data
Protection Acts, and (for UK clients) UK data protection law overseen by the
Information Commissioner’s Office (ICO).
18.2. Our handling of your personal data is described in our
Privacy Policy, available on our website, which forms part of these Terms.
18.3. Where we process personal data on your behalf as part
of implementation Services, we do so as a processor acting on your documented
instructions, and a separate data processing agreement will apply.
19.1. Nothing in these Terms limits or excludes any
liability that cannot lawfully be limited or excluded, including liability for
death or personal injury caused by negligence, or for fraud or fraudulent
misrepresentation.
19.2. Subject to clause 19.1, our total liability arising
out of or in connection with each Contract, whether in contract, tort
(including negligence), breach of statutory duty or otherwise, is limited to
the total fees paid by you for the specific Service giving rise to the claim.
19.3. Subject to clause 19.1, we are not liable for any
indirect or consequential loss, or for loss of profit, loss of revenue, loss of
business, loss of anticipated savings, loss of data, or loss of goodwill.
19.4. We are not liable for any loss arising from your
failure to follow our recommendations, from changes you or third parties make,
or from the acts, omissions, pricing or discontinuation of third-party
platforms.
20.1. We are not liable for any delay or failure to perform
caused by events beyond our reasonable control, including acts of God, war,
civil unrest, fire, flood, epidemic or pandemic, failure of utilities or
telecommunications, or failure of third-party platforms. We will take
reasonable steps to mitigate the effect of any such event.
21.1. Either party may terminate a Contract if the other
commits a material breach that is not remedied within 14 days of written
notice.
21.2. We may suspend Services or withhold Deliverables where
any sum due is unpaid, or where required to comply with law.
21.3. Termination does not affect any rights or liabilities
that have already accrued, including your obligation to pay for Services
provided up to termination.
22.1. These Terms and any Contract are governed by the laws
of Ireland.
22.2. The courts of Ireland have exclusive jurisdiction to
settle any dispute or claim arising out of or in connection with these Terms or
any Contract, including for clients located outside Ireland.
23.1. Entire agreement. The Contract constitutes the
entire agreement between us and supersedes any prior discussions or
representations.
23.2. Severability. If any provision is found to be
unenforceable, the rest of the Terms remain in force.
23.3. No waiver. A failure to enforce any provision
is not a waiver of it.
23.4. Assignment and subcontracting. We may
subcontract or assign our obligations provided this does not adversely affect
your rights. You may not assign your rights without our prior written consent.
23.5. Third-party rights. A person who is not a party
to the Contract has no right to enforce it.
23.6. Notices. Notices should be sent to hello@wellmarkit.com or to our
registered address.
These Terms were last updated on 4th June 2026.
