1.1 These Conditions apply to and form part of the Contract
between the Supplier and the Customer. They supersede
any previously issued terms and conditions of purchase or
1.2 No terms or conditions endorsed on, delivered with, or
contained in the Customer’s purchase conditions, order,
confirmation of order, specification or other document shall
form part of the Contract except to the extent that the
Supplier otherwise agrees in writing.
1.3 Each Order by the Customer to the Supplier shall be an
offer to purchase Services subject to the Contract including
1.4 If the Supplier is unable to accept an Order, it shall notify
the Customer as soon as reasonably practicable.
1.5 The Supplier may accept or reject an Order at its discretion.
An Order shall not be accepted, and no binding obligation
to supply any Services shall arise, until the earlier of:
1.5.1 the Supplier’s written acceptance of the Order; or
1.5.2 the Supplier performing the Services or notifying
the Customer that they are ready to be performed
(as the case may be).
1.6 Rejection by the Supplier of an Order, including any
communication that may accompany such rejection, shall
not constitute a counter-offer capable of acceptance by the
1.7 The Supplier may issue quotations to the Customer from
time to time. Quotations are invitations to treat only. They
are not an offer to supply Services and are incapable of
being accepted by the Customer.
1.8 Marketing and other promotional material relating to the
Services are illustrative only and do not form part of the
2.1 The price for the Services shall be as set out in the Order
or, where no such provision is set out, shall be as advised
by the Supplier from time to time before the date the Order
is placed (the Price).
2.2 The Price excludes the costs of electronic certificates where
3.1 For open courses and all services offered to members of
the general public, payment shall be made at the time of
booking and shall be non-refundable.
3.2 Subject to clauses 1.3 and 3.1, the Supplier shall invoice
the Customer for the Services, partially or in full, following
acceptance of the Order.
3.3 Subject to clauses 1.3 and 3.1, the Customer shall pay all
3.3.1 in full without deduction or set-off, in cleared
funds 14 days prior to the date for the
performance of the services or within 30 days of
the date of each invoice, whichever is sooner;
3.3.2 to the bank account nominated by the Supplier.
3.4 Time of payment is of the essence. Where sums due under
these Conditions are not paid in full by the due date:
3.4.1 the Supplier may, without limiting its other rights,
charge interest on such sums at 8% a year
above the base rate of Bank of England from time
to time in force, and
3.4.2 interest shall accrue on a daily basis, and apply
from the due date for payment until actual
payment in full, whether before or after judgment.
3.4 The Supplier reserves the right to withhold all course
materials including but not limited to Certificates and
Certifications until such time as payment has cleared in the
Supplier’s bank account.
4.1 The Services shall be performed by the Supplier at the
Location on the date specified in the Order.
4.2 The Services shall be deemed performed on completion of
the performance of the Services as specified in the Order.
4.3 The Supplier shall not be liable for any delay in or failure of
performance caused by:
4.3.1 the Customer’s failure to make the Location
4.3.2 the Customer’s failure to prepare the Location as
required for the performance of the Services;
4.3.3 the Customer’s failure to ensure participants are
in timely attendance, dressed appropriately and
are physically and mentally capable of
participating in any aspect of the services;
4.3.4 Force Majeure.
5.1 For open courses and all services provided to members of
the general public, the Supplier’s costs will be nonrefundable.
5.2 Subject to clause 5.1, if a Customer wishes to cancel the
performance of any other services provided by the Supplier,
they should do so in writing and he following charges will
apply depending on the notice period provided by the
Customer to the Supplier:
5.2.1 If notice of cancellation is received 28 days or
more prior to the date for performance of services, a full
refund will be made to the Customer;
5.2.2 If notice of cancellation is received between 8 –
27 days prior to the date for performance of services, a 50%
of refund the Order Price will be made to the Customer;
5.3.3 If notice of cancellation is received within 7 days
of the date for performance of services, the full Order Price
will remain due to the Supplier and no refund will be made
to the Customer.
6 Indemnity and insurance
6.1 The Customer shall indemnify, and keep indemnified, the
Supplier from and against any losses, damages, liability,
costs (including legal fees) and expenses incurred by the
Supplier as a result of or in connection with the Customer’s
breach of any of the Customer’s obligations under the
6.2 The Customer shall have in place contracts of insurance
with reputable insurers incorporated in the United Kingdom
or another country by agreement in writing with the Supplier
to cover its obligations under these Conditions. On request,
the Customer shall supply, so far as is reasonable,
evidence of the maintenance of the insurance and all of its
terms from time to time applicable. The Customer shall on
request assign to the Supplier the benefit of such insurance.
7 Limitation of liability
7.1 Except in respect of death or personal injury caused by
the negligence of the Supplier, the Supplier shall not be
liable by reason of any representation (unless fraudulent)
or implied warranty, condition or other term, or any duty at
common law or under these Terms and Conditions, for any
loss of profit or any indirect special or consequential loss,
costs, expenses or other claims for compensation.
7.2 The Supplier’s entire liability to the Customer under or
in connection with the Contract and the provision of
Services shall not exceed the price paid by the Customer
for the Services. Nothing in this paragraph is intended to
exclude any liability for fraud.
7.3 It is the responsibility of the Customer to ensure that all
certificates and certifications are recertified as required by
law or otherwise.
8 Intellectual property
8.1 The Supplier shall retain all intellectual property rights in any material provided to the Customer or generated from the performance of services under this Agreement.
8.2 The Customer shall not use any of the Supplier’s intellectual property rights without the Supplier’s prior written consent.
8.3 The Supplier explicitly retains the right to use all content produced or provided for the Customer for its own marketing and promotional purposes including photography and videography of the performance of services under this Agreement.
9 Data Protection
The Supplier shall comply at all times with their obligations under the Data Protection Acts. Whilst acting for the Customer, the Supplier shall process any information, including personal data, provided to such an extent and as is necessary for the performance of the services, and in particular the Supplier may use the information provided for the purpose of providing the Customer with the services, for administration and billing purposes, for other purposes incidental to the provision of the Supplier’s services and for compliance with their legal obligations.
10 Force majeure
Neither party shall have any liability under or be deemed to be in breach of the Contract for any delays or failures in performance of the Contract which result from Force Majeure. The party subject to the Force Majeure event shall promptly notify the other party in writing when such the event causes a delay or failure in performance and when it ceases to do so. If the Force Majeure event continues for a continuous period of more than 7 days, either party may terminate the Contract by written notice to the other party.
11 Term and Termination
11.1 This Agreement shall commence on the date of the Order and shall continue until completion of the specified services or until terminated in accordance with this Clause 11.
11.2 Subject to clause 5, either party may terminate this Agreement at any time by giving not less than 30 days’ written notice to the other party.
11.3 Subject to clause 5, either party may terminate this Agreement immediately by giving notice to the other party if the other party breaches any material term of this Agreement.
12 No partnership or agency
The parties are independent persons and are not partners, principal and agent or employer and employee and the Contract does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. None of the parties shall have, nor shall represent that they have, any authority to make any commitments on the other party’s behalf.
13 Compliance with law
The Customer shall comply with Applicable Law and shall maintain such licences, authorisations and all other approvals, permits and authorities as are required from time to time to perform its obligations under or in connection with the Contract.
14 Governing law
The Contract and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of Northern Ireland.
The parties irrevocably agree that the courts of Northern Ireland shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, the Contract, its subject matter or formation (including non-contractual disputes or claims).