QUOLUX LIMITED – STANDARD TERMS OF SERVICE
1. Our contract with you
1.1 Company details. We are QuoLux Limited (company number 06543734), a company registered in England and Wales with a registered office at B9 Elmbridge Court, Cheltenham Road East, Gloucester, GL3 1JZ. Our VAT number is 256594272. We operate the websites www.quolux.co.uk, www.leadingmba.com and www.gooddividends.co.uk
1.2 Contacting us. To contact us, telephone our customer service team at 01242 386 880 or e-mail firstname.lastname@example.org. How to give us formal notice of any matter is set out in clause 13.2.
1.3 Our contract. These terms and conditions (Terms) apply to the order by you and supply of Services by us to you (Contract). They apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. The Contract is the entire agreement between you and us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance not set out in the Contract.
1.4 The Services. The Services we provide include access to the relevant management services, documentation and digital content in connection with our bespoke business service, STRATA, and our programmes:
(a) LEAD (including LEADPlus and LEADlight)
(d) Leading MBA
(e) Good Dividends.
2. Placing an order and its acceptance
2.1 Placing and accepting your order. Each order is an offer by you to buy the Services specified in the order subject to these Terms. Our acceptance of your order takes place when we send an email to you to accept it (Order Confirmation), at which point and on which date (Commencement Date) the Contract between you and us will come into existence. The Contract will relate only to those Services confirmed in the Order Confirmation.
2.2 If we cannot accept your order. If we are unable to supply you with the Services for any reason, we will inform you of this by email and we will not process your order. If you have already paid for the Services, we will refund you the full amount.
3. Our Services
3.1 Descriptions and illustrations. Any descriptions or illustrations are published for the sole purpose of giving an approximate idea of the Services described in them. They will not form part of the Contract.
3.2 Changes to specification. We reserve the right to amend the Services if required by any applicable statutory or regulatory requirement or if the amendment will not materially affect the nature or quality of the Services, and we will notify you in advance of any such event.
3.3 Reasonable care and skill. We warrant to you that the Services will be provided using reasonable care and skill.
3.4 Time for performance. We will use all reasonable endeavours to meet any performance dates specified in the Order Confirmation, but any such dates are estimates only and failure to perform the Services by such dates will not give you the right to terminate the Contract.
3.5 We are not responsible for delays outside our control. If our supply of the Services is delayed by an event outside our control then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay. Provided we do this we will not be liable for delays caused by the event, but if there is a risk of substantial delay you may contact us to end the contract and receive a refund for any Services you have paid for but not received.
4. Your obligations
4.1 It is your responsibility to ensure that:
(a) the terms of your order are complete and accurate;
(b) you co-operate with us in all matters relating to the Services;
(c) you obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;
(d) you comply with all applicable laws, including health and safety laws.
4.2 If our ability to perform the Services is prevented or delayed by any failure by you to fulfil any obligation listed in clause 4 (Your Default) we will be entitled to suspend performance of the Services until you remedy Your Default, and to rely on Your Default to relieve us from the performance of the Services, in each case to the extent Your Default prevents or delays performance of the Services. In certain circumstances.
5.1 In consideration of us providing the Services you must pay our charges (Charges) in accordance with this clause 5.
5.2 The Charges are the prices quoted to you at the time you submit your order.
5.3 If you wish to change the scope of the Services after we accept your order, and we agree to such change, we will modify the Charges accordingly.
5.4 Our Charges may change from time to time, but changes will not affect any order you have already placed.
5.5 Our Charges are exclusive of value added tax or any equivalent tax (VAT) chargeable in the UK or elsewhere. Where VAT is payable in respect of some or all of the Services you must pay us such additional amounts in respect of VAT, at the applicable rate, at the same time as you pay the Charges.
6. How to pay
6.1 Payment for the Services is in advance, unless in exceptional circumstances, we have agreed otherwise with you.
6.2 If you fail to make a payment under the Contract by the due date in any invoice, then, without limiting our remedies under clause 11 (Termination), you will have to pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgement. Interest under this clause 6.2 will accrue each day at 5% a year above the Bank of England's base rate from time to time, but at 5% a year for any period when that base rate is below 0%.
6.3 All amounts due under the Contract must be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
7. Intellectual property rights
7.1 All intellectual property rights in or arising out of or in connection with the Services (other than intellectual property rights in any materials provided by you) will be owned by us.
7.2 We agree to grant you a fully paid-up, worldwide, non-exclusive, royalty-free perpetual and irrevocable licence to copy the deliverables specified in your order (excluding materials provided by you) for the purpose of receiving and using the Services and such deliverables in your business. You may not sub-license, assign or otherwise transfer the rights granted in this clause 7.2.
7.3 You agree to grant us a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by you to us for the term of the Contract for the purpose of providing the Services to you.
8. How we may use your personal information
8.1 In this clause 8, Data Protection Legislation means all legislation and regulatory requirements in force from time to time relating to the use of personal data and the privacy of electronic communications, including, without limitation (i) any data protection legislation from time to time in force in the UK including the Data Protection Act 2018 or any successor legislation, as well as (ii) the General Data Protection Regulation ((EU) 2016/679) and any other directly applicable European Union regulation relating to data protection and privacy (for so long as and to the extent that the law of the European Union has legal effect in the UK).
8.2 Both parties will comply with their obligations under the Data Protection Legislation in relation to any transfer of personal data to the other party.
8.3 We will use any personal information you provide to us to:
(a) provide the Services;
(b) process your payment for the Services; and
(c) inform you about similar services that we provide, but you may stop receiving these at any time by contacting us.
9. Limitation of liability
9.1 Nothing in these Terms limits any liability which cannot legally be limited, including liability for:
(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation; and
(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
9.2 Subject to clause 9.2, we will not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
(a) loss of profits;
(b) loss of sales or business;
(c) loss of agreements or contracts;
(d) loss of anticipated savings;
(e) loss of use or corruption of software, data or information;
(f) loss of or damage to goodwill; and
(g) any indirect or consequential loss.
9.3 Subject to clause 9.2, our total liability to you arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will be limited to the total Charges paid under the Contract in the 12 months preceding the claim.
9.4 Unless you notify us that you intend to make a claim in respect of an event within the notice period, we shall have no liability for that event. The notice period for an event shall start on the day on which you became, or ought reasonably to have become, aware of the event having occurred and shall expire 12 months from that date.
9.5 This clause 9 will survive termination of the Contract.
10.1 We each undertake that we will not at any time during the Contract and after termination of the Contract, disclose to any person any confidential information concerning one another's business, affairs, customers, clients or suppliers, except as permitted by clause 10.2.
10.2 We each may disclose the other's confidential information:
(a) to such of our respective employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out our respective obligations under the Contract. We will each ensure that such employees, officers, representatives, subcontractors or advisers comply with this clause 10; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
10.3 Each of us may only use the other's confidential information for the purpose of fulfilling our respective obligations under the Contract.
11.1 Without limiting any of our other rights, we may suspend the performance of the Services, or terminate the Contract with immediate effect by giving written notice to you if:
(a) you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within 30 days of you being notified in writing to do so;
(b) you fail to pay any amount due under the Contract on the due date for payment;
(c) you take any step or action in connection with you entering administration, provisional liquidation or any composition or arrangement with your 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 your assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
(d) you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business.
11.2 On termination of the Contract you must:
(a) immediately pay all outstanding Charges; and
(b) return all of our materials which have not been fully paid for. If you fail to do so, then we may enter your premises and take possession of them.
11.3 Termination of the Contract will not affect your or our rights and remedies that have accrued as at termination.
11.4 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.
You must not attempt to procure services that are competitive with the Services from any of our directors, employees or consultants, whether as an employee or on a freelance basis, during the period that we are providing the Services to you and for a period of six months following termination of the Contract.
13. Communications between us
13.1 Any notice or other communication given by one of us to the other under or in connection with the Contract must be in writing and be delivered personally, sent by pre-paid first class post or other next working day delivery service, or email.
13.2 A notice or other communication is deemed to have been received:
(a) if delivered personally, on signature of a delivery receipt or at the time the notice is left at the proper address;
(b) if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second working day after posting; or
(c) if sent by email, at 9.00 am the next working day after transmission.
13.3 The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.
14.1 Assignment and transfer. We may assign or transfer our rights and obligations under the Contract to another entity but will always notify you in writing if this happens. You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.
14.2 Variation. Any variation of the Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives).
14.3 Waiver. If we do not insist that you perform any of your obligations under the Contract, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.
14.4 Severance. Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
14.5 Third party rights. The Contract is between you and us. No other person has any rights to enforce any of its terms.
14.6 Governing law and jurisdiction. The Contract is governed by English law and we each irrevocably agree to submit all disputes arising out of or in connection with the Contract to the exclusive jurisdiction of the English courts.