TERMS & CONDITIONS
In these Conditions, the following definitions apply:
“Conditions” means the terms and conditions set out below;
“Contract” means the contract between us and you for the supply Services in accordance with these Conditions;
“Course Details” means the details of the course as set out in our separate course details document;
“you”, “your” means the person or firm who purchases the Services from us;
“Intellectual Property Rights” means patents, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), 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” means your order for the supply of Services;
“Services” means the training courses, supplied by us to you in relation to the use of the Goods as detailed in the Course Details and/or clause 2.1;
“we”, “us”, “our” means Ox Resin, who is a trading style of We Design Any Drive Ltd registered in England and Wales with company number 11190606 with a registered office at 76 Manchester Rd, Denton, Manchester, M34 3PS.
1.1 In these Conditions, the following rules apply:
(a) a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
(b) a reference to a party includes its personal representatives, successors and permitted assigns;
(c) a reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision;
(d) 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;
(e) a reference to writing or written includes email.
- Supply of Services
2.1 We shall provide the Services comprising of a four day training course for (unless otherwise agreed) the correct use, storage, installation and care of the Goods which shall be provided (unless otherwise agreed) at our premises.
2.2 Any promotional or informative guides or resources provided by us are for guidance purposes only and no reliance should be placed on their contents and they are not a substitute for the training Services.
2.3 We shall use all reasonable endeavours to meet any performance dates for the Services specified in the quotation, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services. If we have to cancel the services, we shall offer you a refund of any sums paid for the Services or another place on the next available course. We shall not be liable for any other costs which you may have incurred.
2.4 We warrant to you that the Services will be provided using reasonable care and skill.
2.5 You may cancel the Services 29 days or more before the date of the course to receive a full refund of any fees paid. If you cancel between 15 and 28 calendar days inclusive, and have paid the full course fee, you will receive a partial refund of the course fee less The Deposit. If you cancel between 15 and 28 calendar days inclusive, and have only paid The Deposit, you will received no refund. If you cancel less than 15 days or fail to attend you will not receive any refund. You will not be accepted on the course until the fees for the Services have been paid for in full.
- Your obligations
3.1 You shall:
(a) ensure that the terms of your Booking are complete and accurate;
(b) co-operate with us in all matters relating to the Services; and
(c) keep any of our materials, equipment, documents and other property of ours (“Supplier Materials”) in your possession, custody or control safe and any such materials are kept at your risk.
3.2 If our performance of any of our obligations under the Contract is prevented or delayed by any act or omission by you or failure by you to perform any relevant obligation (“Customer Default”):
(a) without limiting or affecting any other right or remedy available to you, we shall have the right to suspend performance of our obligations until you remedy the Customer Default, and we can rely on the Customer Default to relieve us from the performance of any of our obligations in each case to the extent the Customer Default prevents or delays our performance of any of our obligations;
(b) we shall not be liable for any costs or losses sustained or incurred by you arising directly or indirectly from our failure or delay to perform any of our obligations as set out in this clause 8.2; and
(c) you shall reimburse us on written demand for any costs or losses sustained or incurred by us arising directly or indirectly from the Customer Default.
- Charges and payment
4.1 The price for Services shall be the price set out in the Course Details.
4.2 All amounts payable by you under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (“VAT”). Where any taxable supply for VAT purposes is made under the Contract by us to you, you shall, on receipt of a valid VAT invoice from us, pay us such additional amounts in respect of VAT as are chargeable on the supply of the Services or Goods at the same time as payment is due for the supply of the Services or Goods.
- Intellectual property rights
5.1 All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by us.
5.2 You hereby grant to us, a fully paid up, worldwide, non-exclusive, royalty free, perpetual and irrevocable licence to use any of your copyright works, trade marks or trade names for the purposes of advertising and promoting the Goods and Services.
6.1 Each party undertakes that it shall not at any time during the Contract, and for a period of five years after termination of the Contract, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 6.2.
6.2 Each party may disclose the other party’s confidential information:
(a) to its employees, officers, representatives, 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, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 6; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
6.3 Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.
- Limitation of liability:
7.1 Nothing in these Conditions shall have the effect of excluding or limiting any liability for: death or personal injury caused by negligence; or for fraud or fraudulent misrepresentation; or for any liability that, by law, cannot be limited or excluded.
7.2 Except as expressly and specifically provided in the Contract, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
7.3 Subject to clause 7.1 above:
(a) we shall not be liable for: loss of profits; or loss of business; or depletion of goodwill and/or similar losses; or loss of anticipated savings; or loss of goods; or loss of contract; or loss of use; or loss or corruption of data or information; or any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses;
(b) we shall not be liable for any losses (direct or indirect) sustained by you or any third party resulting from any delay or default in delivery of the Goods or Services including any costs of labour being on standby are expressly excluded; and
(c) our total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited in relation to the Goods to the price paid for such Goods and in relation to the Services to the price paid for such Services.
7.4 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and the terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
7.5 This clause 7 shall survive termination of the Contract.
- Force majeure
8.1 We shall not be liable for any failure or delay in performing our obligations under the Contract to the extent that such failure or delay is caused by a Force Majeure Event. A Force Majeure Event means any event beyond our reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party’s), failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather conditions, or default of suppliers or subcontractors.
9.1 We may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of our rights or obligations under the Contract. You may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of your rights or obligations under the Contract without our prior written consent.
9.2 Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in accordance with this condition, and shall be delivered personally, sent by pre-paid first class post, commercial courier or email.
9.3 A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in condition 9.2; if sent by pre-paid first class post at 9.00 am on the second business day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by email, one business day after transmission providing the sender receives a delivery receipt.
9.4 If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this condition shall not affect the validity and enforceability of the rest of the Contract. If any provision or part provision of this Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
9.5 A waiver of any right or remedy under the Contract or law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
9.6 Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other party.
9.7 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.
9.8 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 misrepresentation based on any statement in the Contract.
9.9 Nothing in this clause shall limit or exclude any liability for fraud.
9.10 A person who is not a party to the Contract shall not have any rights to enforce its terms.
9.11 Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is in writing and signed by us.
9.12 The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of England and Wales.
9.13 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).