Application and entire agreement
These Terms and Conditions apply to the provisions of the services detailed in our quotation (Services) by Oliver Cowal Consultancy LTD a company registered in Scotland under number SC563607 whose registered office is at 14 Cowal Crescent Kirkintilloch, Glasgow G66 3SZ (we or us) to the person buying the service (you).
You are deemed to have accepted these Terms and Conditions when you accept our quotation or from the date of any performance of the Services (whichever happens earlier) and these Terms and Conditions and our quotation (the Contract) are the entire agreement between us.
You acknowledge that you have not relied on any statement, promise or representation made or given by or on our behalf. These Conditions apply to the contract to the exclusion of any other terms that you try to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
A “business day” means any day other than a Saturday, Sunday or bank holiday in (Country).
The headings in these Terms and Conditions are for convenience only and do not affect the interpretation.
Words imparting the singular number shall include the plural and vice-versa.
We warrant that we will use reasonable care and skill in our performance of the Service which will comply with the quotation, including any specification in all material respects. We can make any change to the Services which are necessary to comply with any applicable law or safety requirement, and we will notify you if this is necessary within a minimum notice period of 72 hours. If we have to cancel Services of the day, a full refund will be granted.
We will use our reasonable endeavours to complete the performance of the Services within the time agreed or as set out in the quotation; however, time shall not be of the essence in the performance of our obligations.
All of these Terms and Conditions apply to the supply of any Services unless we specify otherwise.
You must obtain any permissions, consents, licences or otherwise that we need and must give us with access to any and all relevant information, materials, properties and any other matters which we need to provide the Services.
If you do not comply with clause 10, we can terminate the Services.
We are not liable for any delay or failure to provide the Services if this is caused by your failure to comply with the provisions of the section (Your obligations).
Fees and Deposit
The fees (Fees) for the Services are set out in the quotation and are on a time and material basis.
You may pay us for any additional services provided by us that are not specified in the quotation in accordance with the current, applicable rate in effect at the time of performance or such other rate as may be agreed between us.
The fees are exclusive of any VAT and other taxes or levels which are imposed or charged by any competent authority.
You must pay a deposit (“Deposit”) as detailed in the quotation at the time of accepting quotation.
If you do not pay a Deposit to us according to the clause above, we can either withhold provisions of the Services until Deposit is received or can terminate under the clause below (Termination).
The Deposit is non refundable unless we fail to provide the Services and are at fault for such failure (where the failure is not our fault, no refund will be made).
Cancellation and amendment
We can withdraw cancel or amend a quotation if it has not been accepted by you, or if the Services have not started within a period of 30 days from the date of the quotation, (unless the quotation has been withdrawn).
Either we or you can cancel an order for any reason prior to your acceptance (or rejection) of the quotation.
If you want to amend any details of the Services you must contact us directly as soon as possible and not engage with our trainers. We will use reasonable endeavours to make any required changes and additional costs will be included in the Fees and involved to you.
If due to circumstances beyond our control, including those set out in the clause below (Circumstances beyond a party’s control), we have to make any change in the Services or how they are provided, we will notify you immediately. We will use reasonable endeavours to keep any such change to a minimum.
We will invoice you for payment of Fees on the invoice date set out in the quotation.
You must pay the Fees due within 7days of the date of our invoice or otherwise in accordance with any credit terms agreed between us.
If Services is agreed and cancelled, invoice is still payable
If Services is agreed, and invoice amount paid then cancelled. Invoice amount will not be refunded.
Time for payment shall be of the essence of the contract.
Without limiting any other right or remedy we have for statutory interest, if you do not pay within the period set out above, we will change you interest at the rate of 10% per (duration) from time to time on the amount outstanding until payment is received in full.
All payments due under these Terms and Conditions must be made in full without any deduction or withholding except as required by law and neither of us can assert any credit, set off or counterclaim against the other in order to justify withholding payment of any such amount in whole or in part.
If you do not pay within the period set out above, we can suspend any further provision of the Services and cancel any future services which have been ordered by, or otherwise arranged with, you.
Receipt of payment will be issued by us only on your request.
All payments must be made in British Pounds unless otherwise agreed in writing between us.
Sub Contracting and assignment
We can at any time assign, transfer, change, subcontract or deal in any other manner with all or any of our rights under these Terms and Conditions and can subcontract or delegate in any manner any or all of our obligations to any third party.
You must not, without our prior written consent assign, transfer, charge, subcontract or deal in any other manner with all or any of your rights or obligations under these Terms and Conditions.
We can terminate the provision of the Service immediately if you;
Commit a material breach of your obligations under these Terms and Conditions; or
Fail to make pay any amount due under the contract on the due date for payment; or
Are or become or, in our reasonable opinion, are about to become, the subject of a bankruptcy order or take advantage of any other statutory provisions for the relief of insolvent debtor.
We reserve all copyright and any other intellectual property rights which may subsist in any goods supplied in connection with the provision of the Services. We reserve the right to take any appropriate action to restrain or prevent the infringement of such intellectual property rights.
Liability and indemnity
Our liability under these Terms and Conditions, and in breach of statutory duty, and in tort or misrepresentation or otherwise, shall be limited as set out in this clause.
The total amount of our liability is limited to the total amount of Fees payable by you under the Contract.
We are not liable (whether caused by our employees, trainers or otherwise) in connection with our provision of the Services or the performance of any of our other obligations under these Terms and Conditions or the quotation for;
Any indirect, special or consequential loss, damage, costs or expenses or;
Any losses caused directly or indirectly by any failure or your breach in relation to you obligations, or;
Any losses arising directly or indirectly from the choice of Services and how they will meet your requirements or your use of the Services.
Our Courses are correct at the time of writing, we go through a process of ensuring educational information is up to date at least once a year, If course material, legislation, practises change before we have updated we are not liable for information provided.
You must indemnify us against all damages ,costs, claims and expenses suffered by us arising from any loss or damage to any equipment (including that belonging to third parties) caused by you or your agents or employees.
Nothing in these Terms and Conditions shall limit or exclude our liability for death or personal injury caused by our negligence, or for any fraudulent misrepresentation, or for any other matters for which it would be unlawful to exclude or limit liability.
Circumstances beyond a party’s control
Neither of us is liable for any failure or delay in performing our obligations where such failure or delay results from any cause that is beyond the reasonable control of that party. Such cause include, but not limited to power failure, internet Service provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, government action or any other event that is beyond the control of the party in question. If the delay continues for a period of ___days, either of us may terminate or cancel the Services to be carried out under these Terms and Conditions.
44. All notices under these Terms and Conditions must be in writing and signed by, or on behalf of, the party giving notice (or a duly authorised officer of that party).
45. Notices shall be deemed to have been duly given:
a. when delivered, if delivered by courier or other messenger(including registered mail)during the normal business hours of the recipient;
b. when sent, if transmitted by fax or email and a successful transmission report or return receipt is generated.
46. All notices under these Terms and Conditions must be addressed to the most recent address, email address or fax number notified to the other party.
47. No delay, act or omission by a party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy nor stop further exercise of any other right, or remedy.
48. If one or more of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that those provisions will be deemed severed from the remainder of these Terms and Conditions (which will remain valid and enforceable).
Law and Jurisdiction
49. This Agreement shall be governed by and interpreted according to the law of Scotland and all disputes arising under the Agreement (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the Scottish courts.