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Terms

Terms

Option Xpert SL Registered Office El Zoco De Nerja 42, Nerja, Malaga 29780 Espana . Company Registration Number B93334233. www.optionxpert.com Telephone: +44 0203 3550994 email:
info@optionxpert.com
Option Xpert SL (referred to herein as OXE)
standard terms and conditions for supply of
training services
During the continuance of the Agreement into which this document is incorporated (the
‘Agreement’), OXE shall supply and the Purchaser shall purchase subject to these OXE
Training Supply Terms. Definitions in the Agreement (which Agreement includes any
schedule and/or any appendix thereto) shall also apply in these OXE Training Supply Terms.
In the event of any conflict between these OXE Training Supply Terms and the terms of the
Agreement, the terms of the Agreement shall take precedence.
1. OXE Supplies, Specifications and related Prices
The Services, the Specifications, and the related Prices are set out in the Agreement and/or its
Schedules (the ‘Schedules’) or Appendices (the ‘Appendices’).
2. Orders
2.1. No terms or conditions endorsed on a Purchaser’s order, specification, or similar
document will form part of the contract between the parties. By placing an order, the
Purchaser acknowledges the applicability of the OXE Training Supply Terms.
2.2. OXE and the Purchaser shall agree times and places for the performance of Services
which shall generally be set out in the relevant Schedule and/or Appendix. Otherwise, OXE
shall use its reasonable endeavours to perform them within a reasonable time in the
circumstances.
2.3. Failure to notify of any delay shall not on its own entitle the Purchaser to terminate the
contract or withhold payment against OXE’s invoice. Unless otherwise agreed in writing with
OXE, the Purchaser shall not be entitled to cancel any order for Services once the first
performance of the Services has been performed by OXE.
2.4. Purchasers may be asked to make payment in advance for Services against OXE’s proforma
invoice or provide a suitable credit reference or such other proof of creditworthiness as
OXE may require at its sole discretion before supply.
3. Eligibility for and Outcome of Training Courses
3.1. It is the Purchaser’s (employer’s) responsibility to ensure that students are free from any
condition which would affect their capability to undertake their chosen course, and that they
Option Xpert SL Registered Office El Zoco De Nerja 42, Nerja, Malaga 29780 Espana . Company Registration Number B93334233. www.optionxpert.com Telephone: +44 0203 3550994 email:
info@optionxpert.com
have the aptitude to cope with an intensive course of study. OXE welcomes students with
disabilities but it remains their employer’s responsibility to ensure that they are appropriately
supported in their workplace. OXE should be provided in advance (and for setting up
purposes) notification of any assistance that a student is likely to need during the running of a
course. If OXE decides that a student has not achieved the learning outcomes of the course
and/or the assessment standard (ie. they are referred), then they will subsequently be offered a
free reassessment. Any further training or coaching over and above that provided on the
course may be charged for.
3.2. The Purchaser (the employer) acknowledges that if a Student arrives late for a course or
is absent from any session, OXE reserves the right to refuse to accept the Student for training,
if it decides in its sole discretion that the student will gain insufficient knowledge or skill in
the time remaining. In all such cases, the full course fee remains payable.
4. Terms of Payment
Unless subject to separate agreed arrangements, the Purchaser shall pay OXE within 30 days
of the date of OXE’s invoice. If the Purchaser fails to make payment on the due date, OXE
shall be entitled to charge the Purchaser interest at the annual rate of 3% above the base rate
of Barclays Bank plc. Unless otherwise agreed with OXE or required by law, the Purchaser
shall not be entitled to make any set off in respect of amounts due to OXE. All course fees are
subject to the current rate of Spanish IVA (valid exemptions only).
5. Confidentiality
Each party acknowledges and agrees that any and all information concerning the other’s
business or the terms of the Agreement including these OXE Supply Terms is confidential
(hereinafter referred to as ‘Confidential Information’) and each party agrees that it shall not
permit the duplication, use or disclosure of any such Confidential Information to any person
(other than its own employee, agent or sub-contractor where the same requires such
information for the performance of the Agreement) unless such duplication, use or disclosure
is specifically authorised in writing by the other party, or is required by the operation of Law.
Confidential Information does not include information, which at the time of disclosure is
generally known by the public (other than by the unauthorised act of the disclosing party).
The parties shall take all reasonable steps to ensure that their employees, agents and subcontractors
keep Confidential Information confidential.
Option Xpert SL Registered Office El Zoco De Nerja 42, Nerja, Malaga 29780 Espana . Company Registration Number B93334233. www.optionxpert.com Telephone: +44 0203 3550994 email:
info@optionxpert.com
6. Data Protection
6.1. Each party undertakes to comply at all times with the Data Protection Act 1998 (the
‘DPA’) to the extent it processes any personal data or sensitive personal data on behalf of the
other. ‘personal data’ and ‘sensitive personal data’ shall have the meanings given in the DPA.
6.1.1. In particular, but without limitation, each party shall:
(a.) only carry out processing of such data in accordance with the other’s instructions
(b.) only disclose it to or allow access to it by those of its employees (or agents or subcontractors)
who are familiar with data protection requirements and whose use of such data
relates to their job or function
(c.) assist the other with all subject information requests received from data subjects.
6.1.2. For the avoidance of doubt, neither party (or its agents or sub-contractors) shall acquire
any rights in any of the other’s personal data or sensitive personal data and shall only be
entitled to process it in accordance with its contractual obligations. On termination of the
contract each party (or its agents or sub-contractors) shall immediately cease to use the same
and shall arrange for its safe return or destruction as shall be agreed with the other at the
relevant time.
6.1.3. Each party agrees to indemnify the other against any actions, costs, liabilities, losses,
damages and expenses which the other may suffer or incur as a result of any breach by the
former of any of the undertakings given in this Clause 6.
7. Intellectual Property
7.1. Each party confirms that it owns, or has all necessary rights in the use of, all intellectual
property in relation to the Services and each acknowledges that such intellectual property
shall remain the property of, or the rights in the use of shall remain with, the originating
party, unless otherwise agreed in writing between the authorised representatives of OXE and
the Purchaser.
7.2. Each party agrees to indemnify the other against any actions, costs, liabilities, losses,
damages and expenses which the other may suffer or incur as a result of any claim by a third
party in relation to ownership or use of any relevant intellectual property, provided by the
other party.
Option Xpert SL Registered Office El Zoco De Nerja 42, Nerja, Malaga 29780 Espana . Company Registration Number B93334233. www.optionxpert.com Telephone: +44 0203 3550994 email:
info@optionxpert.com
8. Force Majeure
Neither party will be liable to the other for any failure or delay or for the consequences of any
failure or delay in performance of this Agreement if it is due to any event beyond the
reasonable control and contemplation of a party to this Agreement including, without
limitation, acts of God, war, industrial disputes, protests, fire, flood, storm, tempest,
explosion, an act of terrorism and national emergencies.
9. Warranties
9.1. OXE warrants to provide Services with all the care and skill to be expected of a qualified
and competent contractor experienced in undertaking services of the same kind as the
Services.
9.2. If the Services performed are in breach of Clause 9.1, OXE will at its option make good
the performance, re-perform the Service or refund the Purchaser the relevant Price, subject to
availability and the performance being proved to be deficient to the reasonable satisfaction of
OXE. These obligations will not apply where:
9.2.1. the part of the Service concerned was based on information supplied by or varied from
the normal Service at the specific request of the Purchaser; or
9.2.2. the Purchaser failed to notify OXE of the defect within 14 days of the supply.
10. Consumer Protection (Distance Selling) Regulations
2000 (‘the Regulations’)
Where a contract with a consumer is concluded on a distance selling basis the Regulations (as
amended from time to time) will apply and the Purchasing consumer will have a general right
to cancel. In the case of services this will expire 14 days after booking (except for late
bookings when it will expire on the date the services are commenced). Subject to the
Regulations and to the foregoing, if a request is made to amend services or to cancel services,
the following fees may be applied:
10.1. In the case of request for transfer:
(a) More than 4 weeks before commencement date: First transfer at no charge subsequent
transfer, 25% of amount charged
(b) Between 2-4 weeks before Commencement date: 25% of amount charged
(c) Less than two weeks before Commencement date: 50% of amount charged
Option Xpert SL Registered Office El Zoco De Nerja 42, Nerja, Malaga 29780 Espana . Company Registration Number B93334233. www.optionxpert.com Telephone: +44 0203 3550994 email:
info@optionxpert.com
10.2. In the case of cancellation:
(a) More than 4 weeks before commencement date: Full Refund
(b) Between 0-4 weeks before Commencement date: 50% of amount charged by OXE
(c) Upon Commencement of training, no refunds shall be due by OXE
In all cases, notice of cancellation must be confirmed in writing addressed to the contact
details on the booking confirmation letter.
11. Liability
11.1. Nothing in this contract excludes or limits or attempts to exclude or limit the liability of
either party for death or personal injury caused as a result of its negligence, or for fraudulent
misrepresentation; or in respect of the implied warranties contained in the Supply of Goods
and Services Act 1982.
11.2. Subject to Clause 11.1 OXE will be under no liability to the Purchaser whatsoever
(whether in contract, tort (including negligence), breach of statutory duty, restitution or
otherwise) for any damage or direct, indirect or consequential loss (all three of which terms
include, without limitation, pure economic loss, loss of profits, loss of business, depletion of
goodwill and like loss) howsoever caused.
11.3. Subject to Clauses 11.1 and 11.2, OXE’s aggregate liability under this Agreement
(whether in contract, tort (including negligence), breach of statutory duty, restitution or
otherwise) for any damage or direct, indirect or consequential loss (all three of which terms
include, without limitation, pure economic loss, loss of profits, loss of business, depletion of
goodwill and like loss) howsoever caused will be limited to the amount paid for the Services
concerned.
12. Notices
Any demand notice or communication may be given by hand or sent by first class prepaid
post or facsimile and shall be deemed to have been duly served if delivered by hand when left
at the address of the other; if given or made by prepaid first class post, 48 hours after being
posted (excluding Saturday, Sunday and public holidays); if given or made by facsimile, at
the time of transmission, provided that a confirming copy is sent by first class prepaid post to
the other party within 24 hours after transmission.
Option Xpert SL Registered Office El Zoco De Nerja 42, Nerja, Malaga 29780 Espana . Company Registration Number B93334233. www.optionxpert.com Telephone: +44 0203 3550994 email:
info@optionxpert.com
13. Freedom of Information
Where the Purchaser is a Public Authority as defined in the Freedom of Information Act 2000
(‘the FOIA’) it agrees to notify OXE immediately if it receives any FOIA request for
information regarding OXE or its business, and it agrees to consult with OXE regarding the
application of any exemptions under the FOIA in relation to such request. OXE agrees to
cooperate with the Purchaser in relation to the FOIA.
14. Disputes
In the event of a dispute concerning the Goods or Services the parties shall use their
reasonable endeavours to resolve it as soon as practicable. If they fail to do so within 14 days,
the parties shall try to agree on and implement a method of dispute resolution. If they fail to
agree such method within 14 days, the parties confirm that the dispute will then become
subject to the exclusive jurisdiction of the Spanish courts.
15. Consequences of Termination
The termination of this Agreement howsoever arising is without prejudice to the rights, duties
and liabilities of either party accrued prior to termination. The clauses which expressly or
impliedly have effect after termination will continue to be enforceable notwithstanding
termination.
16. Contracts (Right of Third Parties) Act 1999
The parties to the contract incorporating these conditions do not intend that any of its terms
will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any
person not a party to it.
17. Assignment
Neither party shall be entitled to assign or transfer any of its rights or obligations without the
prior written agreement of the other (which shall not be unreasonably withheld or delayed).
18. Waiver
No failure or delay by a party to exercise any right, power or remedy will operate as a waiver
of it nor will any partial exercise preclude any further exercise of the same, or of some other
right, power or remedy.
Option Xpert SL Registered Office El Zoco De Nerja 42, Nerja, Malaga 29780 Espana . Company Registration Number B93334233. www.optionxpert.com Telephone: +44 0203 3550994 email:
info@optionxpert.com
19. Invalidity/Severability
If any clause or part of this Agreement is found by any court, tribunal, administrative body or
authority of competent jurisdiction to be illegal, invalid or unenforceable then that provision
will, to the extent required, be severed from this Agreement and will be ineffective without,
as far as is possible, modifying any other clause or part of this Agreement and this will not
affect any other provisions of this Agreement which will remain in full force and effect.
20. Variation
This Agreement may only be varied or amended in writing and signed by the parties
specifically referring to this clause and stating that this Agreement is varied in the manner
specified.
21. Entire Agreement
These terms and conditions, and the Agreement into which they are incorporated contain all
the terms which the parties have agreed in relation to the subject matter of this Supply.
Nothing in this Clause shall be taken to exclude liability for fraudulent misrepresentation.
22. No Partnership
Nothing in this Agreement or any arrangement contemplated by it shall constitute either party
a partner of the other nor shall the execution, completion and implementation of this
Agreement confer on any party any power to bind or impose any obligations to any third
parties on the other party or to pledge the credit of the other party.
23. Compliance with Laws and Regulations
Each party shall observe and abide by and shall require its sub-contractors to observe and
abide by all laws, regulations and by laws as may apply in relation to the matters
contemplated by this Agreement.
24. Governing Law and Jurisdiction
The formation, existence, construction, performance, validity and all aspects whatsoever of
the Agreement or of any term of the Agreement will be governed by the law of Spain and
subject to Clause 14, the courts of Spain shall have exclusive jurisdiction to settle any
disputes which may arise out of or in connection with the Agreement.
Option Xpert SL Registered Office El Zoco De Nerja 42, Nerja, Malaga 29780 Espana . Company Registration Number B93334233. www.optionxpert.com Telephone: +44 0203 3550994 email:
info@optionxpert.com
25. Fair processing
All information that we hold concerning you will be held and processed by Option Xpert S.L.
strictly in accordance with the provisions of the Data Protection Act 1998.
As an individual, you have a right under the Data Protection Act 1998 to obtain information
from us, including a description of the data that we hold on you. Should you have any queries
concerning this right, please contact our Data Protection Officer in writing at Option Xpert S.L.
El Zoco De Nerja 42, Nerja, Malaga, 29780 Espana.

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