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TERMS & CONDITIONS

1. Interpretation​

The following definitions and rules of interpretation apply in this agreement.

1.1 Definitions

For purposes of this Agreement, the following terms shall have the following meanings:

Agreement: means the Contract for Services defined by the Clauses.
Business Day: a day, other than a Saturday, Sunday, or public holiday in England, when banks in London are open for business.
Cancellation Fee: the fee payable by the Client upon cancelling the Services (in accordance with Clause 5.3).
Charges: the charges payable by the Client for the supply of the Services in accordance with Clause 5.
Clause: means a clause in the contract.
Client: the individual, person, or firm including, corporate bodes, associations and sole traders who purchases the Services from the Supplier in connection with a business.
Client Default: has the meaning given in Clause 4.3.
Commencement Date: has the meaning given in Clause 3.1.
Contract: the contract between the Client and the Supplier for the supply of Services in accordance with these Clauses.
Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.
Intellectual Property: Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trademarks and service marks, business names and domain names, rights in get-up, 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.
Materials: means handouts, course notes and copies of presentations and materials and includes both paper and electronic versions thereof.
Order: the Client’s order for the supply of Services, as set out in the Client’s acceptance of the Proposal.
Personal Data: means the data which relates to a living individual who can be identified from that data or from that data and other information and which is provided to the Supplier by the Client.
Proposal: means the details of the Services, with appropriate costs, submitted to the Client via email.
Services: means the course(s) (Fully Booked and Fully Booked Prime), to be provided by the Supplier under the Contract, as set out in the Specification.
Specification: the description or specification for the Services agreed in writing by the Client and the Supplier.
Supplier: Oliver Tennant Ltd (and associated companies Ten Consultancy Ltd & OT Consultancy Ltd) a company registered in England and Wales with company number 12245946. Registered office is Arborfield House, 42 South Lane, Netherton, Wakefield, WF4 4LW.
VAT: means Value Added Tax

1.2 Interpretation:

  1. a)  A person includes a natural person, corporate or unincorporated body (whether or not having separate legal

    personality).

  2. b)  A reference to a party includes its personal representatives, successors and permitted assigns.

  3. 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.

  4. 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.

  5. e)  A reference to writing or written includes faxes and emails.

 

2. Basis of Contract
2.1 The Order constitutes an offer by the Client to purchase Services in accordance with these Conditions.

2.2 The Order shall only be deemed to be accepted when the Client issues written acceptance of the Order at which point, and on which date the Contract shall come into existence (Commencement Date).

 2.3 Any samples, drawings, descriptive matter, or advertising issued by the Supplier and any descriptions of the Services contained in the Supplier’s brochures, website or other form of marketing material are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.

2.4 These Conditions apply to the Contract to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice, or course of dealing. These Conditions will also supersede any such contract or terms and conditions which the Client wishes to impose.

2.5 The term of the contract will commence upon the date which you agree to this Contract and the length be dependent upon the course is being provided and shall continue for the agreed period, until the Supplier concludes providing the Services or until terminated accordance with Clause 8 below . Details of the length of the specific course(s), which vary, will be provided by the Supplier within the Proposal and/or brochure and marketing materials.

 

3. Supply of Services
3.1 The Supplier shall perform and deliver Services to the Client as per Services specified within the Proposal for the duration of

the Agreement.
3.2 The Services which the Supplier is able to provide and are subject to this Agreement, are as follows:

  1. a)  Fully Booked;

  2. b)  Fully Booked Prime.

3.3 The Supplier shall perform the Services in accordance with and subject to the terms and conditions of this Agreement.

3.4 The Supplier shall use all reasonable endeavours to meet any performance dates specified in the Proposal, but any such dates shall be estimates only and time shall not be of the essence for performance of the Contract.

3.5 The Client shall provide such necessary information for the provision of the Services as the Supplier may reasonably request.

3.6 The Client will not be permitted to apply to progress onto the Fully Booked Prime course until they have completed the Fully Booked course. Acceptance onto the Fully Booked Prime course is purely at the Supplier’s discretion.

3.7 The Supplier will deliver the course by way of a combination of online and face to face coaching, which they are able to vary at their discretion.

3.8 The Supplier reserves the right to amend the Specification, if they so wish or if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and the Supplier shall notify the Client in any such event.

 

4. Client Obligations

4.1 The Client shall:

  1. a)  co-operate with the Supplier in all matters relating to the Services;

  2. b)  provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;

  3. c)  ensure they behave in a professional and respectful manner to the Supplier and fellow course attendees (and not engage in activities such as bullying, verbal abuse or intimidating behaviour);

  4. d)  ensure they turn up on time;

  5. e)  take all reasonable steps to ensure they attend each course meeting;

  6. f)  not pass off any course materials as their own;

  7. g)  provide the Supplier with all relevant Notification periods, in good time;

  8. h)  comply with all applicable laws, including health and safety laws.

4.2 If the Client fails to attend a meeting on the course programme, the Supplier will not provide a refund. All online meetings are recorded and will be available to Client’s upon request (who failed to attend). If the Client fails to attend a face to face meeting, the supplier, will at their discretion offer a place on an alternative course for the equivalent meeting.

4.3 If the Supplier’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation (Client Default):

a) without limiting or affecting any other right or remedy available to it, the Supplier shall have the right to suspend performance of the Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it

from the performance of any of its obligations in each case to the extent the Client Default prevents or delays the Supplier’s performance of any of its obligations;

  1. b)  the Supplier shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from the Supplier’s failure or delay to perform any of its obligations as set out in this Clause 4.3;

  2. c)  the Client shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Client Default.

 

5. Charges and Payment Terms
5.1. In consideration of the provision of the Services by the Supplier, the Client shall pay the Fee which shall be either

(dependent upon the course): Fully Booked

  1. a)  payable in full upon agreeing to the Contract; or

  2. b)  non-refundable deposit payable upon agreeing the Contract, with the with the remaining balance to be paid in instalments during the course;

Fully Booked Prime

c) payable in full upon agreeing to the Contract; or

d) non-refundable deposit payable upon agreeing the Contract, with the remaining balance to be paid in 10 monthly instalments.

5.2 Payment of the Fee in full, any non-refundable deposit or advanced payments shall be made by way of BACS payment in full and in cleared funds to a bank account nominated in writing by the Supplier. All monthly instalments of the Fee shall be taken by GoCardless. Any failure by a Client to make a payment of an instalment of the Fee shall prevent that Client from taking part in future sessions in the course and the Supplier reserves the right to terminate the Services, but such termination or failure to pay an instalment shall not relieve that Client from its obligation to pay all instalments of the Fee due. Time for payment shall be of the essence of the Contract.

5.3 If a Client notifies the Supplier that they no longer want to continue with the Services, the Fee remains due and payable in full, and all remaining instalments shall be paid. If the Client has paid the Fee in full, no refunds shall be given.

5.4 All amounts payable by the Client under the Contract are exclusive of VAT

5.5 If the Client fails to make a payment due to the Supplier under the Contract by the due date, then, without limiting the Supplier’s remedies under Clause 8 (Termination), the Client shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this Clause 5.5 will accrue each day at 8% a year above the Bank of England’s base rate from time to time, but at 8% a year for any period when that base rate is below 0%.

5.6 The Supplier is permitted to claim, and the Client is liable to pay any and all fees, charges and costs relating to the instruction of Debt Collection/Recovery agents and/or Solicitors in the recovery of outstanding debts owed or disputes under the Contract.

5.7 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

 

6. Warranties

6.1 The Supplier warrants to the Client that the Services will be provided using reasonable care and skill.

6.2 The Supplier operates a Money Back Guarantee, whereby the Supplier (under these circumstances only) will refund the Client the Fees paid for the course if they fail to double their investment (of the course Fees) by the end of the designated course. This Guarantee is strictly subject to the Client attending all meetings and events on the course and carrying out everything that the Supplier has asked them to do so. Please note that documentary proof and evidence will be required to be supplied by the Client to the Supplier to prove their claim under this Guarantee.

6.3 The Supplier warrants to the Client that it will comply with all applicable regulations or other legal requirements within England and Wales concerning the performance of the Services.

6.4 Except for the warranties stated in this Section, Supplier expressly does not warrant that the operation of Services shall be uninterrupted or error-free, or (where applicable) that Services will operate on any system, or with any software, other than the system with which the Supplier tested such Services. Supplier does not warrant any third-party software development tools.

 

7. Limitation of Liability
7.1 Nothing in the Contract shall limit or exclude the Supplier’s liability for:

a) death or personal injury caused by its negligence, or the negligence of its employees, agents, or subcontractors; or

b) fraud or fraudulent misrepresentation.
7.2 Subject to Clause 7.1, the Supplier shall not be liable to the Client, whether in contract, tort (including negligence), for

breach of statutory duty, or otherwise, arising under or in connection with the Contract for:

  1. a)  loss of profits;

  2. b)  loss of sales or business;

  3. c)  loss of agreements or contracts;

  4. d)  loss of anticipated savings;

  5. e)  loss of use or corruption of software, data, or information;

  6. f)  loss of or damage to goodwill; and

  7. g)  any indirect or consequential loss.

7.3 Subject to Clause 7.1, the Supplier’s total liability to the Client, whether in contract, tort (including negligence), breach of statutory duty or otherwise, arising under or in connection with the Contract, shall be limited to 100% of the total charges paid under the Contract.

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 All claims against Supplier must be brought within (one) 1 year after the cause of action arises and the Client waives any statute of limitations which might apply by operation of law or otherwise.

7.6 This Clause 7 shall survive termination of the Contract.

 

8. Termination

8.1 Without affecting any other right or remedy available to it, the Client may terminate the Contract with immediate effect by providing written notice to the Supplier if:

  1. a)  the Supplier commits a material breach of its obligations under the Contract and (if such breach is remediable) fails to remedy that breach within 7 days after receipt of notice in writing to do so;

  2. b)  the Supplier takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business;

  3. c)  the Supplier suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business.

8.2 Without affecting any other right or remedy available to it, Supplier may terminate the Contract with immediate effect by giving written notice to the Client if:

  1. a)  the Client commits a material breach (including breach of the terms stipulated at Clause 10.2);

  2. b)  the Client fails to pay any amount due under the Contract on the due date for payment;

  3. c)  the Client takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or their financial position deteriorates to such an extent that in the Suppliers opinion their capability to adequately fulfil their obligations under the Contract has been placed in jeopardy.

8.3 Without affecting any other right or remedy available to it, the Supplier may suspend the supply of Services under the Contract or any other contract between the Client and the Supplier, if the Client fails to pay any amount due under the Contract on the due date for payment, the Client becomes subject to position stated in Clause 8.2 c) or the Supplier reasonably believes that the Client is about to become subject to it.

 

9. Consequences of Termination

9.1 On termination of the Contract:

  1. a)  the Client shall immediately pay to the Supplier all of the Fee outstanding for the remainder of the course;

  2. b)  the Client shall return all of the Supplier Materials which have not been fully paid for or the Supplier deems are required to be returned. Until they have been returned, the Client shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract.

9.2 Termination or expiry of the Contract shall not affect any rights, remedies, obligations, or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.

9.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.

 

10. Use of Materials
10.1 The Client is not permitted to commercially disseminate the Materials provided by the Supplier, save for where allowed

within this Agreement. The Client is granted a non-exclusive limited licence to use the Materials as follows:

  1. a)  For all personal purposes exclusively within the Client’s organisation;

  2. b)  To share knowledge gained from the Materials within the Client’s organisation;

  3. c)  In order to do so copies may be made of the Materials for use within the Client’s organisation.

10.2 The Client is granted a non-exclusive limited licence to use the Materials for the purposes of the Contract, however the non-exclusive licence expressly prevents the Client from:

  1. a)  Copying, utilising, or otherwise extracting parts of the Materials in order to create new materials without express written consent from the Supplier;

  2. b)  Creating new materials, copying, utilising, or otherwise extracting parts of the Materials where express consent has been obtained to do so, without making full written acknowledgement of copyright to the Supplier;

  3. c)  Selling the Material in any form or using or permitting any person to use the Materials to deliver training to any person or persons;

  4. d)  Copying or storing the Materials in an electronic retrieval system to which other persons could obtain access;

  5. e)  Providing to and/or selling the Materials to sub Clients to use and plagiarise;

  6. f)  Assigning, sub-licensing or otherwise transferring this licence without our prior written permission from the Supplier. This licence is personal to the Client.

10.3 The Client accepts that where a breach of the non-exclusive licence provided occurs, to claim damages alone would be insufficient and the Client therefore agrees that in the event the licence terms are breached Supplier is entitled to pursue additional legal remedies in addition to bringing a claim for damages including but not limited to obtaining an injunction to prevent the dissemination of the Materials.

10.4 The Supplier and/or any of their employees, servants, agents, and sub-contractors shall not be liable to the Client or any other third party for any losses or damages whatsoever or howsoever arising in connection with the Client’s or any third party's use of the Materials.

 

11. Data Protection and Data Processing
11.1 The Client and the Supplier acknowledge that for the purposes of General Data Protection Regulation (GDPR), the Client is

the Data Controller, and the Supplier is the Data Processor in respect of any Personal Data.

11.2 The Supplier shall process the Personal Data only in accordance with the Client’s instructions from time to time and shall not process the Personal Data for any purposes other than those expressly authorised by the Client.

11.3 The Supplier shall take reasonable steps to ensure the reliability of all its employees who have access to the Personal Data.

11.4 Each party warrants to the other that it will process the Personal Data in compliance with all applicable laws, enactments, regulations, orders, standards, and other similar instruments.

11.5 The Supplier warrants that, having regard to the state of technological development and the costs of implementing any measures, it will:

a) take appropriate technical and organisational measures against the unauthorised or unlawful processing of Personal Data and against the accidental loss or destruction of, or damage to, Personal Data to ensure a level of security appropriate to:

i. the harm that might result from such unauthorised or unlawful processing or accidental loss, destruction, or damage; and

ii. the nature of the data to be protected.
b) take reasonable steps to ensure compliance with those measures.

11.6 Each party agrees to indemnify and keep indemnified and defend at its own expense the other party against all costs, claims, damages, or expenses incurred by the other party or for which the other party may become liable due to any failure by the first party or its employees or agents to comply with any of its obligations under this Clause 11.

11.7 The Client acknowledges that the Supplier is reliant on the Client for direction as to the extent to which the Supplier is entitled to use and process the Personal Data. Consequently, the Supplier will not be liable for any claim brought by a Data Subject arising from any action or omission by the Supplier, to the extent that such action or omission resulted directly from the Client’s instructions.

 

12. Confidentiality

12.1 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, Clients, clients or suppliers of the other party, except as permitted by (Clause 12.2).

12.2 Each party may disclose the other party’s confidential information:

  1. 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 12; and

  2. b)  as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

12.3 Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.

 

13. Force Majeure

13.1 Neither party shall be liable for failure to perform, nor be deemed to be in default, under this Agreement for any delay or failure in performance resulting from causes beyond its reasonable control, including but not limited to acts of God, acts of Governmental authorities, acts of terrorism, natural catastrophe, fire, storm, flood, earthquake, riot, insurrection, civil disturbance, sabotage, embargo, blockade, acts of war, accident, epidemics, pandemics, lightning damage, electromagnetic interference, radio interference, strikes, industrial dispute, power failure or any other cause beyond its reasonable control.

13.2 In the event of such delay, the date of delivery or time of completion will be extended by a period of time reasonably necessary to overcome the effect of any such delay.

 

14. Assignment

14.1 The Supplier may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract. The Supplier shall have written agreement(s) with its subcontractors that contain, at a minimum, clauses that are the same as or comparable to the sections of this Agreement regarding ownership rights and confidentiality of Client’s materials.

14.2 The Client shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract.

 

15. Intellectual Property
15.1 All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights

in any Client Materials) shall be owned by the Supplier.

15.2 The Supplier grants to the Client or shall procure the direct grant to the Client of, a fully paid-up, worldwide, non-exclusive, royalty-free licence during the term of the Contract, to copy the Materials (excluding materials provided by the Client) for the purpose of receiving and using the Services for the period of the Contract only.

15.3 The Client shall not sub-license, assign or otherwise transfer the rights granted in Clause 15.2 16. General Terms
 

16.1 Entire Agreement

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.

16.2 Waiver

A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.

16.3 Severance

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 clause shall not affect the validity and enforceability of the rest of the Contract.

16.4 Notices

  1. Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office or sent by fax to its main fax number or sent by email to oliver@oliver-tennant.com.

  2. A notice or other communication shall be deemed to have been received: if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or, if sent by fax or email, at 9.00 am on the next Business Day after transmission.

  3. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.

16.5 Third party rights.

  1. Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

  2. The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.

 

17. Law and Jurisdiction
17.1 This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with

it or its subject matter or formation shall be governed by and construed in accordance with the laws of England.

17.2 The parties hereby irrevocably agree to submit to the exclusive jurisdiction of the Courts of England and Wales to settle any dispute or claim (including non-contractual disputes or claims) that arises out of or in connection within this Agreement or its subject matter or formation.

 

Any payment made to Oliver Tennant LTD (and associated companies Ten Consultancy LTD & OT Consultancy LTD)confirm that these terms and conditions have been read and accepted and agreed to be bound by the same.

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