Standard Terms and Conditions

These terms and conditions, along with the documents referred to herein, set out the Contract between you and Delphinium (a trading name of Delphinium Business Coaching Ltd, company registration number 09229638). These terms shall apply to all Orders, whether made electronically or by telephone.

By using Delphinium’s Services or by placing an Order for Delphinium’s Services, you agree to be bound by these Terms. Should you be unwilling to accept these Terms, you should cease using our services or discontinue purchasing your Order.

Should a conflict arise between any of our Terms, then the conflict shall be resolved by applying the following order of priority:

• The Service (Course, Programme, Product or Agreement) Specific Terms and Conditions
• These Standard Terms and Conditions.

1. Definitions

1.1 The following definitions apply to these Terms and Conditions:

“Client” or “You” shall mean the individual, firm, company, or any employee who purchases the Services and is set out in the Order.

“Confidential Information” shall mean the information provided by one party to the other in written, graphic, recorded, machine-readable or other forms concerning the business, clients, suppliers, finances and other areas of the other party’s business or products. These do not include information in the public domain other than through the default of the party disclosing the information, information required to be disclosed by any Court or regulatory authority, or any information already in the possession or control of the disclosing party.

“Data Protection Legislation” shall mean all relevant legislation relating to the protection of data as set out in Delphinium’s Privacy Notice.

“Digital Course” means the delivery by us of an online course or programme pursuant to which you learn course materials remotely via our online learning platform.

“Fees” shall mean the fees payable or paid for the provision of Services by Delphinium to the Client(s).

“Force Majeure Event” has the meaning set out in clause 15.

“Intellectual Property Rights” shall mean patents, rights to inventions, copyright and related rights, trademarks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), 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 exist or will exist now or in the future in any part of the world.

“Learner” shall mean the individual studying a course or programme or receiving coaching services, who may or may not also be the purchaser.

“Learning Materials” means the information Delphinium provides in the provision of its Services, whether in isolation or as part of another service, such as a training course or coaching package, in hard copy or electronic form.

“Location” shall mean the address(es) for performances of the Services as set out in the Order.

“Online Orders” shall mean Services purchased directly via our Website.

“Payment Plan” means any agreed payment plan entered between you and us in which the cost of our Services is paid by you other than as a single upfront payment.

“Quotation” shall mean any price quoted for the provision of Services by Delphinium.

“Services” shall mean the provision of products and services by Delphinium, including but not limited to training courses, digital learning materials and resources, coaching and personality or psychometric profiling, whether a Fee has been paid or they form part of unpaid resource or bonus.

“Staff” shall mean any employee and any subcontractors whom Delphinium has assigned to provide Services in the execution of the Contract.

“Terms” means the Terms and Conditions of sale set out in this document, any specific terms, and any special Terms and Conditions agreed in writing between Delphinium and the Client.

“Tutor” shall mean the staff member assigned to the Learner to carry out tutorial support.

“Virtual Classroom” shall mean a training workshop, course or programme delivered by us in a live environment via a video call.

“Website” means www.delphiniumcc.co.uk and https://delphinium2.vipmembervault.com/

“Working Day” means any day other than Saturday, Sunday, bank or public holiday, or the Christmas period during which Delphinium is advertised as closed for business in any given year.

1.2  The headings in these Terms are for convenience only and do not affect their interpretation.

1.3 Words imparting the singular number shall include the plural and vice-versa.

1.4 References to any gender shall include the other gender and non-binary individuals.

2. Terms of Supply

2.1 By placing the Order, you confirm that:

a) You are at least 18 years old.

b) You can enter a legally binding contract.

c) You have done the necessary due diligence to ensure the Services you purchase meet your needs.

2.2 We will provide the Services with reasonable care and skill in accordance with the description set out therein. We reserve the right to vary or withdraw any of the Services described on the Website or other marketing materials without notice.

2.3 We do not guarantee that you will obtain a particular result, professional qualification, or employment opportunity from your purchase and completion of any of the Services.

2.4 To successfully achieve the relevant ILM qualification, Learners must pass all assignments within three years of commencing the course.

2.5 To successfully complete all other courses and programmes, Learners must meet the minimum requirements within the timeframe specific to that course or programme.

3. Prices and Payment

3.1 Fees for Delphinium’s Services shall be as set out on our Website or otherwise advised in writing when you place an Order for them.

3.2 Unless otherwise specified at the time of purchase, the Fee for Services is exclusive of:

a) VAT (or equivalent sales tax).

b) Any printed course materials.

c) Any fees relating to professional body registration, examination and assignment marking costs.

d) Any other costs associated with the provision of the Services, including but not limited to travel, accommodation, printing, and subsistence.

3.3 Delphinium reserves the right to amend the Fee for Online Orders at any time and without notice prior to purchase.

3.4 Fees for Online Orders shall be debited at the time of purchase from your chosen payment method. Any fees charged by your debit or credit card provider in connection with your purchase of Services are for your own account, and Delphinium shall not be responsible for these.

3.5 Quotations for all non-Online Orders will remain valid for 14 calendar days from the date of the Quotation. After such time, the Quotation will automatically expire and can only be accepted with Delphinium’s written agreement.

3.6 Where a deposit or full payment for the Service is required before the commencement of the Services, Delphinium reserves the right to postpone the start of the Services until such time as the relevant Fee has been received.

3.7 Where payment is required before the commencement of a scheduled course or programme date, any Learner may be refused access or participation if payment is outstanding.

3.8 Purchases of Online Courses are on an individual basis, and a login relates to the Learner only. If we receive evidence of login details being shared or Services being purchased on a group basis to share logins, we will cancel all access to all products with immediate effect for the individuals concerned without a refund.

3.9 Where purchases are made in relation to live training courses, where delivered online or in person, the addition of any other learners may be permitted subject to an additional fee and will be considered on a case-by-case basis.

3.8  Where a payment plan has been agreed upon between you and us, each instalment must be paid by its due date (as notified by us to you). Any failure to make any payment due to us then, without limiting our other remedies, we may:

a) Charge interest on the overdue amount at the rate of 8% per annum above the Bank of England base rate from time to time. Such interest shall accrue daily from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You shall pay the interest immediately on demand.

b) Charge any reasonable debt collection costs incurred in pursuing the debt—such Fees are to be payable by you on demand.

c) Refuse you (or the Learner) access or participation to any Course (including instances where the booking on any such course relates to a free bonus place for which you did not pay a specific fee);

d) Refuse to provide you (or the Learner) with any Learning Materials;

e) Refuse to provide you (or the Learner) with any Services you have ordered from us, whether you have paid for them or not.

 4. Cancellation and Variation

4.1 The right to cancel or vary purchases will be set out in the Specific Terms and Conditions for those Services and should be read in conjunction with these Terms before making a purchase.

4.2 We may close community groups (i.e. Facebook or Slack groups), remove individuals from the groups and refuse membership at our discretion and without notice. Our community groups are free bonuses and do not constitute a paid element of a Service.

5. Learner Access

5.1 Learner access to our online learning platform will be removed upon the expiration of the relevant period for the Service. Where a lifetime product is purchased, but the Learner does not access the product for a period of 365 days or more, the product will be deemed abandoned by the Learner. Delphinium reserves the right to remove access to any lifetime product considered abandoned because the Learner has failed to access the product for 365 days or more.

5.2 Where access to a product has been removed through the expiration or abandonment, and the Learner does not have access to any other products on the learning platform, Delphinium reserves the right to delete the Learner’s account.

5.3 Notification of impending account or product removal will not be provided. You are responsible for keeping your account active and maintaining a backup copy of your content. Accounts or content removed from the platform due to inactivity cannot be recovered.

6. Virtual Classroom and Online Coaching Sessions

6.1 This section shall apply to all virtual classroom and coaching sessions whereby Learners attend a live session with a Coach or Trainer via video call.

6.2 Unless otherwise agreed in writing in advance, all Learners are required to:

a) Attend the session(s) via a desktop computer or laptop, not a phone or tablet, and have their cameras on.

b) Have access to their own desktop computer or laptop and be in separate rooms to prevent audio interference.

c) Ensure no other parties are present in the room or ensure headphones are used at all times to protect confidentiality.

6.3 One-to-one coaching and training sessions are private, and no other attendees are permitted to be present at the time of the session.

6.4 Unless otherwise agreed between the parties in advance of the session, should a Learner arrive more than 10 minutes late to a one-to-one session, we reserve the right to cancel the appointment. Should the appointment be cancelled in accordance with this clause, the session will not be rescheduled, nor will a refund be provided.

6.5 Should a Learner arrive more than 10 minutes late to a group session, Delphinium reserves the right to refuse access due to the potential detrimental impact on other attendees.

7. Coaching

7.1 This section shall apply to all one-to-one and group coaching provided by Delphinium.

7.2 All coaching sessions, unless otherwise agreed upon between the parties, will take place online. Instructions on booking sessions will be provided at the time of booking, upon commencement of the Coaching Agreement or within the course materials.

7.3 All one-to-one coaching sessions are private, and no other attendees should be present during the session.

7.4 All our coaching sessions are confidential, and you agree to be bound by clause 11 of these terms.

8. Tutorial Support

8.1 As part of our ILM courses, you are entitled to up to tutorial support. The number of hours included within each qualification is detailed in the course descriptions and course materials.

8.2 Tutorial sessions will take place online. Instructions on booking tutorial sessions will be provided within the course materials.

8.3 Should a Learner arrive later than 10 minutes at the appointment time, fail to attend, or cancel with less than 24 hours’ notice, they will forfeit the session.

9. Liability

9.1 No part of the provision of Services shall be deemed to be, nor is it intended to be, nor should it be taken to be, the provision of legal advice.

9.2 Although Delphinium aims to provide the Services to the highest standards, neither it nor its staff accepts any liability for:

1. a) Any inaccurate or misleading information provided in the programmes or Course Materials and any reliance by the Client on any such information
2. b) Any loss or corruption of data,
3. c) Any loss of profit, revenue or goodwill, or
4. d) Any indirect, special or consequential loss arising from any breach of the terms of this Agreement.

9.3 Except to the extent that they are expressly set out in these Terms, no conditions, warranties, or other terms shall apply to the Services (including any implied terms as to the satisfactory quality, fitness for purpose or conformance with description).

9.4 Subject to clause 9.5 below, Delphinium’s total liability arising from or in connection with these Terms and in relation to anything which we may have done or not done in connection with these Terms and the delivery of the Services (and whether the liability arises because of breach of Contract, negligence or for any other reason) shall be limited to the Fees received by us in connection with the relevant Service about which a dispute has arisen.

9.5 Nothing in these Terms shall exclude or limit Delphinium’s liability for:

a) Death or personal injury caused by negligence;

b) Fraudulent misrepresentation; or

c) Any other matter that, under English law, may not be limited or excluded.

9.6 No claim may be brought more than six months after the last date the Services concerned have finished or ceased to be provided by us.

9.7 We shall have no liability for any failure or delay in the performance of our obligations where any such failure or delay is due to any act or omission by you or any third party.

9.8 You assume sole responsibility for the selection, suitability, and use of any Services.

10. Intellectual Property

10.1 All Intellectual Property Rights in the provision of Services are the intellectual property of Delphinium or its licensors (unless otherwise stated), whether adapted, written for or customised for the Client or not.

10.2 You are not authorised to:

a) Copy, modify, reproduce, re-publish, sub-licence, sell, upload, broadcast, post, transmit or distribute any Learning Materials without prior written permission from Delphinium.

b) Record on video or audiotape or relay the Learning Materials by videophone or other means.

c) Use the Learning Materials to provide any other course or training, whether given by us or any third-party trainer.

d) Remove any copyright or other notice of Delphinium on the Learning Materials.

e) Modify, adapt, merge, translate, disassemble, decompile, reverse engineer (save to the extent permitted by law) any software forming part of the Online Courses.

10.3 Breach of clause 10.2 by you, or any Learner on whose behalf you have purchased the Services, shall allow us to terminate these Terms with you immediately and cease to provide you, and all Learners, with the Services.

10.4 In consideration of the Fees paid by you, we grant you a limited, non-transferable, non-exclusive licence to use the Course for a period of 12 months from the commencement of the Services unless otherwise agreed in writing.

11. Confidentiality

11.1   Each party shall keep the other party’s Confidential Information strictly confidential and not use it otherwise than for the purposes of these Terms, save in accordance with the instructions of the individual whose Confidential Information it is, or as required by law, or as required to enforce these Terms.

11.2  Neither party shall (other than as may be required to enforce these Terms) issue any statements disparaging the other or questioning the other’s reputation, service delivery or reputation and shall ensure that their respective employees, contractors and agents comply with this clause.

11.3  This clause shall continue notwithstanding the termination of these Terms.

12. Termination

12.1  We shall be entitled to terminate these Terms and cease to provide you with any Services with immediate effect and without a refund if you:

a) Fail to pay your Fees by their due date

b) Act in an aggressive, bullying, offensive, threatening, or harassing manner towards any employee of Delphinium or other Learners

c) Cheat or plagiarise any work which you are required to prepare or submit in connection with the Services or during any examination taken in connection with the Services

d) Steal or act fraudulently or deceitfully towards Delphinium, our employees or other Learners;

e) Intentionally or recklessly damage our property or the property of our employees or other Learners;

f) Are intoxicated through alcohol or illegal drugs while on our premises or any third-party premises hired to deliver our Services.

g) Commit any criminal offence on our or third-party premises or where the victim is our employee or student

h) Are in breach of these Terms.

12.2  On termination, clauses 9 (Liability), 10 (Intellectual Property), 11 (Confidentiality) and 16 (Data Protection) shall continue notwithstanding such termination.

13. Assignment

13.1  Any Services provided by us under these Terms are personal to you and cannot be transferred or assigned to any other person.

13.2  We shall be entitled to assign these Terms to any other company without prior notice to you.

13.3  We may assign, transfer, or subcontract any of our rights or obligations to any third party at our discretion.

14. Entire Agreement

14.1  Together with our Privacy Notice and Service Specific Terms and Conditions, these Terms are the entire Agreement between the parties and supersede any prior agreements and arrangements, whether written or oral. You confirm that you have not relied on any representations to enter these and any other Terms with us.  Nothing in this clause or Terms shall limit liability for any fraudulent misrepresentation.

15. Force Majeure

15.1   Delphinium shall not be liable to you for any breach of its obligations or termination under these Terms arising from causes beyond its reasonable control, including, but not limited to, fires, floods, earthquakes, volcanoes and other Acts of God, terrorism, strikes, delay caused by transport disputes, failure to provide a course caused by a death in the trainer’s family, illness of the trainer, Government mandate or regulation.

16. Third-party Rights

16.1 A person who is not a party to the Contract shall not have any rights under the Contract (Rights of Third Parties) Act 1999 to enforce any of the Contract’s provisions.

17. Data Protection

17.1 The nature of the Services provided by us means that we will obtain, use, and disclose certain information about you. See our Privacy Notice for further details.

18. Governing Law and Jurisdiction

18.1 The Terms and any dispute or claim arising from or in connection with the Services shall be governed by English law. The parties agree to the non-exclusive jurisdiction of the courts of England and Wales in connection with any dispute or claim hereunder.

 

These Terms were last updated on 27th October 2022.