1. Definitions and interpretation

1.1 In these Conditions the following definitions apply:

1.1.2 "Placement" means your placement on the programme;

1.1.3 "Business Day" means a day other than a Saturday, Sunday or bank or public holiday when banks generally are open for non-automated business in Glasgow;

1.1.4 "Client" means the entity making the application, which may be the Participant;

1.1.5 "Conditions" means the Supplier’s terms and conditions of supply set out in this document;

1.1.6 "Contract" means the agreement between the Supplier and the Participant for attendance at or participation in a Course incorporating these Conditions and the Email Confirmation;

1.1.7 "Course" means the event or programme (or any part of it) provided by or on behalf of the Supplier;

1.1.8 "Criteria" means the qualifications or other criteria which the Participant must satisfy to be offered a Placement as specified in the Details;

1.1.9 "Data Protection Laws" means, as binding on either party and/or as applicable to the Services:

1.1.10 “Application” means the application to the programme.

1.1.11 “Learning plan” means the plan in place to help us assign Participants to the most suitable programme.

a) the GDPR;

b) the Data Protection Act 2018;

c) any laws which implement any such laws; and

d) any laws that replace, extend, re-enact, consolidate or amend any of the foregoing;

1.1.11 "Details" means the details of a course or event as set out on the Website;

1.1.12 "Email Confirmation" means the email from the Supplier to the Client accepting the Placement;

1.1.13 "Force Majeure" means an event or sequence of events beyond a party's reasonable control preventing or delaying it from performing its obligations under the Contract;

1.1.14 "GDPR" means the General Data Protection Regulation, Regulation (EU) 2016/679;

1.1.15 "Location" means the address at which the event or programme will be held as set out in the Details;

1.1.16 "Participant" means the person who is to attend or participate in terms of the Placement;

1.1.17 "Personal Data" shall have the meaning given to it in applicable Data Protection Laws from time to time;

1.1.18 "Price" has the meaning set out in clause 4;

1.1.19 "processing" has the meaning given to it in applicable Data Protection Laws from time to time (and related expressions, including "process", "processing", "processed", and "processes" shall be construed accordingly);

1.1.20 "Protected Data" means Personal Data received from or on behalf of the Client or Participant in connection with the performance of the Supplier’s obligations under the Contract;

1.1.21 "Services" means the Courses to be provided pursuant to these Conditions by the Supplier;

1.1.22 "Supplier" means Entrepreneurial Scotland Limited, a company incorporated in Scotland (SC483869) and having its registered office at 199 Cathedral Street, Glasgow, Scotland, G4 0QU;

1.1.23 "Website" means www.entrepreneurialscotland.com and www.esevolve.com

1.1.24 "VAT" means value added tax under the Value Added Taxes Act 1994 or any other similar sale or fiscal tax applying to the sale of the Services.

1.2 In these Conditions, unless the context requires otherwise:

1.2.1 any clause, schedule or other headings in these Conditions is included for convenience only and shall have no effect on the interpretation of the Conditions;

1.2.2 a reference to a ‘party’ includes that party’s personal representatives, trustees, executors, successors and permitted assignees;

1.2.3 a reference to a ‘person’ includes a natural person, corporate or unincorporated body (in each case whether or not having separate legal personality) and that person’s personal representatives, trustees, executors, successors and permitted assignees;

1.2.4 a reference to a ’company’ includes any company, corporation or other body corporate, wherever and however incorporated or established;

1.2.5 a reference to a gender includes each other gender;

1.2.6 words in the singular include the plural and vice versa;

1.2.7 any words that follow 'include', 'includes', 'including', ‘in particular’ or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words;

1.2.8 a reference to ‘writing’ or ‘written’ includes any method of reproducing words in a legible and non-transitory form (excluding email);

1.2.9 a reference to legislation is a reference to that legislation as amended, extended, re-enacted or consolidated from time to time except to the extent that any such amendment, extension or re-enactment would increase or alter the liability of a party under these Conditions; and

1.2.10 a reference to legislation includes all subordinate legislation made from time to time under that legislation.

2. Application of these conditions

2.1 These Conditions apply to and form part of the Contract between the Supplier and the Client. They supersede any previously issued terms and conditions of purchase or supply.

2.2 No terms or conditions endorsed on, delivered with, or contained in the Client's purchase conditions, order, confirmation of order, specification or other document shall form part of the Contract.

2.3 No variation of these Conditions or to the Contract shall be binding unless expressly agreed in writing and executed by a duly authorised signatory on behalf of the Supplier.

3. Making an Application

3.1 Application may be in respect of attendance and training at a course or on a programme offered by the Supplier as outlined on its website, social media channels or other programme information.

3.2 The Supplier will confirm by Letter of Acceptance to the Participant if the place is available for the nominated Participant and on such Letter of Acceptance being sent then the Contract has been entered into.

3.3 Acceptance of a Placement is entirely at the discretion of the Supplier. A Placement shall not be accepted, and no binding obligation to supply any Services shall arise, until the Supplier’s written acceptance of the Placement in the Letter of Acceptance. Where the Details indicate that meeting certain Criteria is a requirement or a recommendation for Participants, in submitting the application the Client warrants that:

3.3.1 all details given in the application are complete and accurate; and

3.3.2 each Participant meets the relevant Criteria.

3.4 In the event that any of the information entered on the application is not true, complete and accurate or there is a breach of the warranty given in terms of Condition 3.3, the Supplier may cancel the placement altogether or only in respect of the relevant Participant.

3.5 A placement may be withdrawn or amended by the Participant at any time provided that notice in writing of such withdrawal or amendment by the Participant is received by the Supplier before acceptance by the Supplier. If the Supplier is unable to grant a placement, it shall notify the Participant as soon as reasonably practicable.

3.6 The offer constituted by a placement shall remain in effect and be capable of being accepted by the Supplier.

3.7 Rejection by the Supplier of a placement, including any communication that may accompany such rejection, shall not constitute a counter-offer capable of acceptance by the Participant.

4. Price

4.1 The price for the Placement, where applicable shall be confirmed in the Letter of Acceptance (the "Price").

4.2 The Price is exclusive of VAT (or equivalent sales tax).

4.3 The Client shall pay any applicable VAT to the Supplier on receipt of a valid VAT invoice.

5. Payment

5.1 The Price for the Placement shall be payable as set out in the Details and if not stated otherwise shall be payable in full on issue of the Letter of Acceptance. Once a Letter of Acceptance is issued, the full Price is payable even if the Participant does not complete the Course, unless the Supplier agrees otherwise.

5.2 The Client shall pay all invoices:

5.2.1 in full without deduction or set-off, in cleared funds within 7 days of the date of each invoice; and

5.2.2 to the bank account nominated by the Supplier.

5.3 Time of payment is of the essence. Where sums due under these Conditions are not paid in full by the due date the Supplier may, without limiting its other rights:

5.3.1 charge interest (which shall accrue on a daily basis, and apply from the due date for payment until actual payment in full, whether before or after judgment) on such sums at 5% a year above the base rate of The Royal Bank of Scotland from time to time in force; and/or

5.3.2 cancel the Booking and retain all payments received to date; and/or

5.3.3 suspend or cancel the Participant's right to attend the programme or event.

6. Performance

6.1 The Email Confirmation shall specify where the Services are to be performed.

6.2 The Services shall be deemed performed on completion of the performance of the Services as specified in the Email Confirmation.

6.3 Where the Services are to be provided in instalments, any delay in performance or defect in an instalment shall not entitle the Participant to cancel any other instalment.

6.4 The Supplier shall not be liable for any delay in or failure of performance caused by:

6.4.1 (i) unavailability of the Location, (ii) failure to prepare the Location in accordance with the Supplier’s instructions, or (iii) the Participant's failure to provide the Supplier with adequate instructions for performance; or

6.4.2 Force Majeure.

6.5 In the event of a Participant failing to attend a Course or failing to complete a Course for any reason (other than where such Course is cancelled by the Supplier), no refund shall be made for any of the fees paid under clause 4 above.

6.6 The Participant is accepted for enrolment on a Course on and subject to the conditions that he will attend on the date and at the time specified in the Email Confirmation (other than where such date and time is varied pursuant to these Conditions, such date and time to be notified to the Participant by the Supplier). The Participant is required to continue to attend the Course at the times and at the Location specified in the Email Confirmation or on the times and/or dates subsequently advised to the Participant by the Supplier.

6.7 Unless the Supplier agrees otherwise, any failure by the Participant to attend the first day of a Course will preclude him from attending any further part of that Course and the Client will not be entitled to a refund nor will the Participant be entitled to be offered an alternative start date or Course.

6.8 Courses will commence promptly at the times specified in the Email Confirmation regardless of whether all Participants are present. Courses will not be delayed to wait for any Participant who is late and those providing the Course will not be responsible for going over any work that has been missed by a Participant as a result.

6.9 For any assessment based Course, the Participant must have a minimum of [80]% attendance on any Course and failure to meet this requirement will result in the Participant being removed from the Course (other than where the Participant has the written confirmation from the Supplier to the contrary) and the Participant shall not be entitled to a refund for any fees paid under clause 4 above.

6.10 If a Participant ceases, or is found not, to meet all Criteria for the Course after the Course has commenced, their right to continue to attend is entirely at the discretion of the Supplier who may impose such conditions it considers appropriate for the Participant's continued attendance. If they cease to attend, no refund of fees paid will be given and the balance of any fees due remain payable unless the Supplier agrees otherwise.

6.11 All Course contents and times are subject to change at any time without any prior notice to Participants and at the absolute discretion of the Supplier.

7. Warranty

7.1 It is the Client's obligation to ensure that the programme will meet the requirements or expectations of the Client or any Participant.

7.2. No warranty is given regarding the content or delivery of the programme or event in question.

7.3 No warranty is given that a Participant will pass any programme or achieve any particular outcome.

7.4 Except as set out in this condition:

7.4.1 the Supplier gives no warranties and makes no representations in relation to the services it promotes; and

7.4.2 shall have no liability for their failure to comply with the warranty in clause 7.1,

8. Limitation of liability

8.1 The extent of the parties’ liability under or in connection with the Contract (regardless of whether such liability arises in delict, contract or in any other way and whether or not caused by negligence or misrepresentation) shall be as set out in this clause 8.

8.2 Subject to clause 8.5, the Supplier’s total liability shall not exceed the sum of the Price.

8.3 Subject to clause 8.5, the Supplier shall not be liable for consequential, indirect or special losses.

8.4 Subject to clause 8.5, the Supplier shall not be liable for any of the following (whether direct or indirect):

8.4.1 loss of profit;

8.4.2 loss or corruption of data;

8.4.3 loss of use;

8.4.4 loss of production;

8.4.5 loss of contract;

8.4.6 loss of opportunity;

8.4.7 loss of savings, discount or rebate (whether actual or anticipated);

8.4.8 harm to reputation or loss of goodwill.

8.5 Notwithstanding any other provision of the Contract, the liability of the parties shall not be limited in any way in respect of the following:

8.5.1 death or personal injury caused by negligence;

8.5.2 fraud or fraudulent misrepresentation; or

8.5.3 any other losses which cannot be excluded or limited by applicable law.

9. Processing of personal data

9.1 In the event that the Supplier receives Protected Data from the Participant, the Supplier shall process such Protected Data in compliance with the obligations placed on it under Data Protection Laws and the terms of the Contract.

9.2 Taking into account the state of technical development and the nature of processing, the Supplier shall implement and maintain appropriate technical and organisational measures to protect the Protected Data against accidental, unauthorised or unlawful destruction, loss, alteration, disclosure or access.

10. Right to cancel

10.1 If the Participant is a consumer, he shall have a legal right to cancel the Contract under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 during the cancellation period set out below in clause 10.2. This means that during the relevant period, where such a Participant changes his mind or decides for any other reason that he does not want to attend a Course, he can notify the Supplier of his decision to cancel the Contract.

10.2 The cancellation period for a Placement ends at the end of 14 days after the date the Supplier sends the Participant an Email Confirmation.

10.3 To cancel the Contract, the Participant can also email the Supplier at info@entrepreneurialscotland.com or contact the booking team by telephone on +44 (0)141 444 7159 or by post to Entrepreneurial Scotland. If the Participant e-mails or writes to the Supplier, he should include details of his booking to help the Supplier identify it. Where the Participant sends his cancellation notice by email or by post, the cancellation is effective from the date the email is sent or the date the letter is posted.

10.4 If the Participant cancels the Contract under this clause and in the event that a payment has been made in advance of a Course, the Supplier will refund all such amounts.

10.5 The Supplier agrees that the Participant will not have to attend the Course before the end of the cancellation period set out in clause 10.2 unless the Participant has expressly authorised the Supplier to allow him to attend the Course. As a) the Supplier may begin providing the Services immediately following an Email Confirmation by purchasing materials for the Participant to use on the Course; and b) because some attendees place a booking less than 14 days before a course start date, the Participant must provide the Supplier with express consent by ticking the relevant box during the booking process. If the Participant does not tick this box, he will not be able to place a booking.

11. 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 event causes a delay or failure in performance and when it ceases to do so.

If the FM event continues for a continuous period of more than 5 days, either party may terminate the contract by written notice to the other party.

12. Termination

12.1 The Supplier may suspend provision of services the subject of a Placement and/or terminate the Contract in whole or in part at any time by giving notice in writing to the Client if:

12.1 the Client or relevant Participant commits a material breach of Contract and such breach is not remediable;

12.2 the Client or relevant Participant commits a material breach of the Contract which is capable of being remedied and such breach is not remedied within 14 days of receiving written notice of such breach;

12.3 the Client has failed to pay any amount due under the Contract on the due date and such amount remains unpaid within 30 days after the Supplier has given notification that the payment is overdue;

12.4 any consent, licence, visa or authorisation held by a relevant Participant is revoked or modified such that the Participant is no longer able to comply with its obligations under the Contract or receive any benefit to which it is entitled.

12.5 the Client stops carrying on all or a significant part of its business, or indicates in any way that it intends to do so;

12.6 the Client is unable to pay its debts either within the meaning of section 123 of the Insolvency Act 1986 or if the Supplier reasonably believes that to be the case;

12.7 the Client has a receiver, manager, administrator or administrative receiver or liquidator appointed over all or any part of its undertaking, assets or income;

12.8 the Client has a petition presented to any court for its winding up or an application is made for an administration order, or any winding-up or administration order is made against it;

12.9 the Client or relevant Participant is subject to any events or circumstances analogous to those in clauses 12.1.1 to 12.1.8 in any jurisdiction.

12.10 Termination or expiry of the Contract shall not affect any accrued rights and liabilities of the Supplier at any time up to the date of termination.

13. Further assurance

The Participant shall at the request of the Supplier, and at the Participant’s own cost, do all acts and execute all documents which are necessary to give full effect to the Contract.

14. Entire agreement

14.1 The parties agree that the Contract constitutes the entire agreement between them and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral in respect of its subject matter.

14.2 Each party acknowledges that it has not entered into the Contract in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in the Contract. No party shall have any claim for innocent or negligent misrepresentation on the basis of any statement in the Contract.

14.3 Nothing in these Conditions purports to limit or exclude any liability for fraud.

15. Variation

No variation of the Contract shall be valid or effective unless it is in writing, refers to the Contract and these Conditions and is duly signed or executed by, or on behalf of, the Supplier.

16. Assignation

The Participant may not assign, subcontract or encumber any right or obligation under these Conditions, in whole or in part, without the Supplier’s prior written consent, such consent not to be unreasonably withheld or delayed.

17. Set off

17.1 The Supplier shall be entitled to set-off under the Contract any liability which it has or any sums which it owes to the Participant under the Contract.

17.2 The Participant shall pay all sums that it owes to the Supplier under the Contract without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by law.

18. Severance

18.1 If any provision of the Contract (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of the Contract shall not be affected.

18.2 If any provision of the Contract (or part of any provision) is or becomes illegal, invalid or unenforceable but would be legal, valid and enforceable if some part of it was deleted or modified, the provision or part-provision in question shall apply with such deletions or modifications as may be necessary to make the provision legal, valid and enforceable. In the event of such deletion or modification, the parties shall negotiate in good faith in order to agree the terms of a mutually acceptable alternative provision.

19. Waiver

19.1 No failure, delay or omission by the Contract in exercising any right, power or remedy provided by law or under the Contract shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy.

19.2 No single or partial exercise of any right, power or remedy provided by law or under the Contract by the Supplier shall prevent any future exercise of it or the exercise of any other right, power or remedy by the Supplier.

20. Third party rights

These Conditions do not create any rights in favour of third parties under the Contract (Third Party Rights) (Scotland) Act 2017 to enforce or otherwise invoke any provision of these Conditions.

21. Governing law and jurisdiction

21.1 These Conditions are governed by and shall be interpreted in accordance with the laws of Scotland.

21.2 The parties irrevocably submit to the exclusive jurisdiction of the courts of Scotland to settle any disputes and claims which may arise out of or in connection with these Conditions.