The full terms and conditions governing BOOLINOR LTD's commercial engagements, training programmes and integration consulting services.
In these Terms and Conditions, the following words and expressions shall have the meanings set out below, unless the context otherwise requires:
In these Terms and Conditions, unless the context otherwise requires: the singular includes the plural and vice versa; a reference to a statute or statutory provision includes any subordinate legislation made under it and any amendment or re-enactment of it; headings are for convenience only and shall not affect the interpretation of these Terms; references to "writing" include email; and references to "days" mean calendar days unless otherwise specified.
These Terms and Conditions, together with the relevant Engagement Agreement, form the entire agreement between BOOLINOR and the Client in relation to each Engagement. They supersede all prior representations, understandings, negotiations and proposals in relation to that Engagement, whether oral or in writing.
A binding contract between BOOLINOR and the Client is formed when: (a) BOOLINOR issues a written Engagement Agreement or Statement of Work and the Client provides written acceptance of that document; or (b) the Client provides a purchase order referencing a BOOLINOR proposal and BOOLINOR provides written acknowledgement of that purchase order; or (c) both parties sign a formal engagement letter or services agreement that incorporates these Terms and Conditions by reference.
Verbal agreements, heads of terms and preliminary discussions do not constitute binding contracts for the provision of Services. BOOLINOR reserves the right to decline any engagement request at its sole discretion prior to the formation of a binding contract.
In the event of any conflict or inconsistency between these Terms and Conditions and any Engagement Agreement or Statement of Work, the specific terms of the Engagement Agreement or Statement of Work shall take precedence over these Terms and Conditions to the extent of that conflict. Any Client purchase order terms or conditions that conflict with these Terms and Conditions or any BOOLINOR Engagement Agreement shall have no effect, unless BOOLINOR has expressly agreed in writing to those terms.
No variation to these Terms and Conditions or to any Engagement Agreement shall be valid unless it is agreed in writing and signed or confirmed by email by an authorised representative of both BOOLINOR and the Client. Verbal instructions to expand, modify or reduce the scope of an Engagement shall not bind BOOLINOR unless confirmed in writing as a formal change request.
BOOLINOR shall provide the Services described in each Engagement Agreement with reasonable care and skill, in accordance with the specification set out in the relevant Engagement Agreement and the standards described in these Terms and Conditions. BOOLINOR shall use appropriately qualified and experienced personnel to deliver the Services.
BOOLINOR shall use reasonable endeavours to deliver the Services within the timelines set out in the Engagement Agreement. Where BOOLINOR becomes aware of any risk to the agreed timeline, BOOLINOR shall notify the Client in writing as soon as practicable and shall provide a revised timeline together with an explanation of the cause of the delay.
BOOLINOR does not guarantee that the use of its Services will result in any specific commercial outcome for the Client. The Services are professional training and consulting services, and their effectiveness depends in part on the capability, engagement and implementation decisions of the Client and its personnel.
BOOLINOR shall ensure that the individuals delivering the Services possess current, relevant practical knowledge of the technical subjects covered by the applicable Module or Engagement. BOOLINOR may change the individuals assigned to an Engagement where necessary due to sickness, unavailability, or changes in BOOLINOR's operating capacity, provided that it makes reasonable endeavours to ensure continuity of delivery quality. Where a Client has agreed a specific named individual as the lead trainer or consultant, BOOLINOR shall notify the Client promptly if that individual is to be replaced and shall seek the Client's consent where the replacement would materially affect the nature of the Engagement.
Where BOOLINOR's Services include configuring training environments, sandbox APIs or access to third-party development tools, BOOLINOR shall take reasonable care to ensure that such environments are functional and suitable for the purposes of the Engagement at the time of the relevant sessions. BOOLINOR is not responsible for the availability or stability of third-party APIs, platforms or tools that are not under BOOLINOR's direct control.
Where the Engagement Agreement specifies that BOOLINOR will produce a handover package or other Deliverables, BOOLINOR shall deliver those Deliverables in accordance with the specification and timeline set out in the Engagement Agreement. BOOLINOR shall ensure that all Deliverables are in a format and at a level of detail that enables the Client's internal technical team to use, maintain and extend the documented systems without further assistance from BOOLINOR, unless the Engagement Agreement specifically provides for ongoing post-delivery support.
The Client shall provide BOOLINOR with timely access to all information, personnel, systems, credentials and resources reasonably required by BOOLINOR to perform the Services. The Client shall nominate a named engagement contact who has sufficient authority and availability to make decisions on behalf of the Client in relation to the Engagement. Failure by the Client to provide required information, access or decisions in a timely manner may result in delays to the agreed timeline, and BOOLINOR shall not be liable for such delays where they are directly attributable to the Client's failure to cooperate.
The Client shall ensure that all information provided to BOOLINOR in connection with the Engagement, including information about the Client's systems, APIs, data structures, team capabilities and integration requirements, is accurate and complete to the best of the Client's knowledge. BOOLINOR will rely on such information in configuring training environments, producing recommendations and delivering the Services, and shall not be liable for any failure or deficiency in the Services that results from inaccurate or incomplete information provided by the Client.
Where the Services involve training sessions delivered to named participants, the Client shall ensure that participants are available for scheduled sessions as confirmed in the Engagement Agreement. Where a participant is unable to attend a session, the Client shall notify BOOLINOR as far in advance as reasonably practicable. Depending on the nature of the module and the delivery format, BOOLINOR may offer a recorded summary or alternative arrangement at its discretion, but is not obliged to repeat a full session at no additional cost where the absence is attributable to the Client's personnel.
Where the Client provides BOOLINOR with access to its systems, APIs, databases or development environments as part of an Engagement, the Client shall be responsible for: ensuring that such access is provided through secure, appropriately scoped credentials; ensuring that the access granted to BOOLINOR does not exceed what is necessary for the specific Engagement; and promptly revoking BOOLINOR's access upon the conclusion of the Engagement or upon BOOLINOR's request. BOOLINOR shall not access the Client's systems beyond the scope specified in the Engagement Agreement and shall not store, copy or transmit any data from the Client's systems beyond what is strictly necessary for the performance of the Services.
The Client shall pay all Fees in accordance with the payment terms set out in the Engagement Agreement. Where the Engagement Agreement does not specify payment terms, Fees shall be payable within 30 days of the date of BOOLINOR's invoice. The Client shall not withhold payment of undisputed Fees on account of any claim or dispute that does not directly relate to the specific invoice in question.
The Fees payable for each Engagement are set out in the relevant Engagement Agreement. Fees may be structured as fixed-price, time and materials, or a combination, as agreed between the parties. Unless the Engagement Agreement expressly provides otherwise, Fees are exclusive of value added tax (VAT), which shall be charged at the applicable rate where BOOLINOR is required to charge VAT on the supply in question.
BOOLINOR reserves the right to review and adjust its standard Fees on an annual basis. Any adjustment to Fees shall not apply to Engagements already in progress or to Engagements for which a binding Engagement Agreement has already been executed.
Where the Services involve on-site delivery at a Client location that requires BOOLINOR personnel to travel, BOOLINOR may charge reasonable travel and accommodation expenses in addition to the Fees. Travel expenses shall be agreed with the Client in advance and shall be documented in the Engagement Agreement or in a separate expenses schedule. BOOLINOR shall provide receipts and reasonable supporting documentation for any claimed expenses upon request.
Unless otherwise agreed in the Engagement Agreement, Fees are payable in accordance with the following schedule: a deposit of 30% of the total Engagement Fee is due upon execution of the Engagement Agreement; the remaining 70% is due within 30 days of the issuance of BOOLINOR's final invoice following completion of the Engagement. For Engagements of 12 weeks or longer, BOOLINOR may issue milestone invoices at intervals agreed in the Engagement Agreement, each payable within 30 days of issuance.
If the Client fails to pay any amount due by the agreed payment date, BOOLINOR reserves the right to: charge interest on the outstanding amount from the due date until the date of payment at a rate of 8% per annum above the Bank of England base rate, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998; suspend performance of the Services until all outstanding amounts have been paid in full; and recover reasonable costs of debt collection, including legal fees, from the Client.
Suspension of Services due to non-payment shall not constitute a breach of BOOLINOR's obligations under the Engagement Agreement, and BOOLINOR shall not be liable for any losses arising from such a suspension.
If the Client disputes any element of an invoice, the Client must notify BOOLINOR in writing within 10 Working Days of receipt of the invoice, specifying the disputed amount and the reasons for the dispute. The Client shall pay the undisputed portion of the invoice by the due date. The parties shall use reasonable efforts to resolve any invoice dispute within 20 Working Days of the Client's notification.
Either party may request a change to the scope, timeline, deliverables or other material terms of an Engagement by submitting a written change request to the other party. No change to the scope of an Engagement shall be implemented until both parties have agreed the change in writing, including any adjustment to Fees, timeline or other terms that the change necessitates.
If, during the performance of Services, BOOLINOR identifies work that was not anticipated in the Engagement Agreement but that the Client requests or that proves necessary to achieve the agreed outcome, BOOLINOR shall notify the Client in writing and shall not proceed with such work without the Client's written authorisation and agreement on the applicable Fee for the additional work.
Where a delay caused by the Client results in a material change to the conditions under which the Services are to be delivered — for example, where a delay means that BOOLINOR must reconfigure training environments for a different system version, or where changes in the Client's personnel require BOOLINOR to repeat work already completed — BOOLINOR may raise a change request to adjust the Fees and timeline accordingly.
Each party shall retain ownership of its own Background IP. Nothing in these Terms and Conditions or in any Engagement Agreement shall operate to transfer or assign any Background IP from one party to the other. BOOLINOR's Background IP includes, without limitation, its training methodologies, course frameworks, assessment systems, general-purpose code libraries, specification templates, testing frameworks and the know-how embodied in its service delivery approach.
Subject to Clause 7.3 and to the payment of all Fees due under the Engagement Agreement, Foreground IP created specifically for the Client as part of the Deliverables — including client-specific endpoint inventories, client-specific integration documentation, client-specific handover packages and client-specific code written for the Client's own systems — shall vest in the Client upon full payment of all Fees.
For the avoidance of doubt, the following shall remain the property of BOOLINOR regardless of payment: general training materials, slide decks, exercise sheets and workshop content produced by BOOLINOR as part of its standard course delivery; BOOLINOR's proprietary assessment and evaluation tools; general-purpose integration templates and code snippets that BOOLINOR uses across multiple client engagements; and any content that constitutes BOOLINOR Background IP as described in Clause 7.1.
Upon completion of a training module and payment of all applicable Fees, BOOLINOR grants the Client a non-exclusive, non-transferable, perpetual licence to use the training materials delivered during the module for the internal training and reference purposes of the Client's employees who participated in the module. This licence does not extend to the resale, redistribution, sublicensing or commercial use of those materials.
The Client retains ownership of all Background IP it provides to BOOLINOR in connection with the Services, including its proprietary systems, APIs, data structures and codebase. The Client grants BOOLINOR a limited, non-exclusive licence to use such Client Background IP solely to the extent necessary to perform the Services during the Engagement. BOOLINOR shall not use the Client's Background IP for any other purpose and shall return or destroy it upon the conclusion of the Engagement.
The Client shall not: use any BOOLINOR materials, methodologies or proprietary tools to provide training or consulting services to third parties; represent any BOOLINOR materials as the Client's own work in any commercial or educational context; or reverse-engineer BOOLINOR's proprietary tools or assessment systems. Breach of this clause shall entitle BOOLINOR to terminate the Engagement immediately and to seek injunctive relief and damages.
Each party shall hold the other party's Confidential Information in strict confidence and shall not disclose such information to any third party without the other party's prior written consent. Each party shall use the other party's Confidential Information only for the purposes of performing its obligations or exercising its rights under the Engagement Agreement. Each party shall restrict access to the other party's Confidential Information to its own employees, contractors and advisors who need to know the information for the purposes of the Engagement, and shall ensure that such persons are bound by confidentiality obligations at least as stringent as those set out in this Clause 8.
The obligations in Clause 8.1 shall not apply to information that: is or becomes publicly known through no breach of this Clause by the receiving party; was already known to the receiving party before its disclosure by the disclosing party, as evidenced by written records; is independently developed by the receiving party without use of or reference to the Confidential Information; or is required to be disclosed by law, court order or regulatory authority, in which case the receiving party shall, to the extent permitted by law, give the disclosing party prompt written notice of the requirement and shall cooperate reasonably with the disclosing party in any attempt to obtain a protective order or other relief.
The confidentiality obligations in this Clause 8 shall survive the termination or expiry of the Engagement for a period of 3 years from the date of termination or expiry.
BOOLINOR shall not disclose the name, identity or commercial details of the Client in any marketing material, case study, website content or public communication without the Client's prior written consent. Where the Client has consented to being named as a reference or case study, such consent shall be limited to the specific content and format agreed between the parties.
Each party shall comply with all applicable Data Protection Legislation in relation to any Personal Data processed in connection with the Engagement. The parties acknowledge that in most Engagement contexts, each party will act as an independent data controller in relation to the Personal Data it processes for its own purposes.
Where the nature of the Services requires BOOLINOR to process Personal Data on behalf of the Client — for example, where BOOLINOR accesses a system that contains personal data as part of an integration audit — BOOLINOR shall do so only as a data processor, acting on the documented instructions of the Client. In such circumstances, the parties shall enter into a Data Processing Agreement in accordance with Article 28 of the UK GDPR, setting out the subject matter, duration, nature and purpose of the processing, the type of Personal Data and the categories of data subjects involved.
Where BOOLINOR processes Personal Data as a data processor on behalf of the Client, BOOLINOR shall implement appropriate technical and organisational measures to protect that Personal Data against accidental loss, destruction, damage, unauthorised access or disclosure, having regard to the nature of the data and the risks presented by the processing.
Where BOOLINOR, acting as data processor, becomes aware of a personal data breach affecting Personal Data processed on behalf of the Client, BOOLINOR shall notify the Client without undue delay and in any event within 48 hours of becoming aware of the breach. BOOLINOR shall provide the Client with such information as is available about the nature, scope and likely consequences of the breach, and shall cooperate with the Client's breach response and notification procedures.
Each party acknowledges that the limitations and exclusions of liability in this Clause 10 are reasonable in the context of a commercial engagement between businesses and reflect the allocation of risk agreed between the parties at the time the Engagement was entered into.
Subject to Clause 10.4, BOOLINOR's total aggregate liability to the Client under or in connection with any Engagement (whether in contract, tort including negligence, breach of statutory duty, or otherwise) shall not exceed the total Fees paid by the Client to BOOLINOR under that specific Engagement Agreement during the 12 months immediately preceding the event giving rise to the claim.
Subject to Clause 10.4, BOOLINOR shall not be liable to the Client for any: loss of profits; loss of business or business opportunity; loss of revenue; loss of anticipated savings; loss of or damage to data or systems (other than loss arising directly from BOOLINOR's negligence in handling data provided to it by the Client); loss of goodwill; damage to reputation; or indirect or consequential losses of any kind, even if BOOLINOR has been advised of the possibility of such losses.
Nothing in these Terms and Conditions shall limit or exclude BOOLINOR's liability for: death or personal injury caused by BOOLINOR's negligence or the negligence of its employees, agents or subcontractors; fraud or fraudulent misrepresentation; any liability that cannot lawfully be excluded or limited under English law; or breach of the confidentiality obligations in Clause 8 to the extent that a court determines that a cap on liability would not be just and equitable.
The Client shall indemnify BOOLINOR against all losses, costs (including reasonable legal costs), claims, damages and expenses arising from: the Client's breach of these Terms and Conditions or any Engagement Agreement; the Client's provision of inaccurate or misleading information to BOOLINOR in connection with the Engagement; any claim by a third party arising from the Client's use of the Deliverables in a manner not authorised by BOOLINOR; or the Client's infringement of any third party's Intellectual Property Rights in materials provided to BOOLINOR for use in the Engagement.
Both parties shall take reasonable steps to mitigate any losses they suffer in connection with the Engagement, including making reasonable efforts to minimise the impact of any breach or failure by the other party.
Either party may terminate an Engagement for convenience by giving the other party not less than 30 days' written notice, or such other notice period as is specified in the Engagement Agreement. Where the Client terminates for convenience, the Client shall pay BOOLINOR for all Services performed up to the date of termination, together with a termination fee equal to 25% of the Fees for the remaining, unperformed portion of the Engagement Agreement, as compensation for BOOLINOR's preparation costs, resource allocation and lost opportunity.
Either party may terminate an Engagement Agreement with immediate effect by written notice to the other party if: the other party materially breaches the Engagement Agreement or these Terms and Conditions and, where the breach is capable of remedy, fails to remedy the breach within 20 Working Days of receiving written notice specifying the breach and requiring it to be remedied; the other party enters into administration, receivership, liquidation or any other formal insolvency procedure, or a petition is presented or an order is made for the winding up of the other party; or the other party ceases or threatens to cease to carry on its business.
Upon termination of an Engagement for any reason: BOOLINOR shall promptly provide the Client with all Deliverables completed at the date of termination; the Client shall pay BOOLINOR for all Services performed up to the date of termination; each party shall promptly return or destroy the other party's Confidential Information, subject to any retention obligations under applicable law; any access credentials provided by the Client shall be revoked and any access provided by BOOLINOR shall be deactivated; and the provisions of these Terms and Conditions that by their nature should survive termination shall survive, including Clauses 7 (Intellectual Property), 8 (Confidentiality), 9 (Data Protection), 10 (Liability) and 13 (Governing Law).
Termination of an Engagement shall not affect any rights or remedies that have accrued prior to termination, and the exercise of a right of termination by either party shall not be construed as a waiver of any other right or remedy available to that party.
Neither party shall be in breach of its obligations under the Engagement Agreement, nor liable to the other for any failure or delay in performance, to the extent that such failure or delay is directly caused by a Force Majeure Event. The party affected by a Force Majeure Event shall promptly notify the other party in writing of the nature and extent of the Force Majeure Event and its expected impact on performance.
Where a Force Majeure Event prevents a party from performing its obligations for a continuous period of more than 60 days, either party may terminate the affected Engagement by giving 14 days' written notice to the other party. In such circumstances, the Client shall pay BOOLINOR for all Services performed up to the date of termination, but no termination fee shall be payable under Clause 11.1.
The party affected by a Force Majeure Event shall use reasonable endeavours to mitigate the impact of the Force Majeure Event on its obligations, including by seeking alternative methods of delivery where feasible. Where BOOLINOR is unable to deliver Services on-site due to a Force Majeure Event, BOOLINOR shall use reasonable endeavours to offer an equivalent remote delivery format.
These Terms and Conditions and all Engagement Agreements entered into under them shall be governed by and construed in accordance with the laws of England and Wales. The parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales for the resolution of any dispute arising out of or in connection with these Terms and Conditions or any Engagement Agreement, save that BOOLINOR may bring proceedings in any jurisdiction to enforce payment obligations or protect its Intellectual Property Rights.
In the event of any dispute, controversy or claim arising out of or relating to these Terms and Conditions or any Engagement Agreement, the parties shall first attempt to resolve the matter by good faith negotiation between senior representatives of each party. Either party may initiate this negotiation process by giving written notice to the other party, specifying the nature of the dispute. The parties shall conduct good faith negotiations for a period of 30 Working Days from the date of that notice before either party may commence formal legal proceedings.
If the parties are unable to resolve a dispute through negotiation within the period described in Clause 13.2, and before commencing litigation, the parties shall consider whether the dispute is suitable for mediation through the Centre for Effective Dispute Resolution (CEDR) or a similar UK-based mediation service. Participation in mediation shall be voluntary for both parties, but both parties agree to consider the option in good faith before proceeding to court.
These Terms and Conditions, together with any applicable Engagement Agreement, constitute the entire agreement between BOOLINOR and the Client with respect to each Engagement and supersede all prior representations, proposals, understandings and agreements, whether oral or written, between the parties in relation to that Engagement. Each party acknowledges that it has not relied on any representation made by the other party that is not reflected in these Terms and Conditions or in the Engagement Agreement.
If any provision of these Terms and Conditions or any Engagement Agreement is found by a court or other competent authority to be invalid, unlawful or unenforceable, that provision shall be deemed severed from the remainder of these Terms and Conditions or the Engagement Agreement, which shall continue in full force and effect. The parties shall use reasonable endeavours to replace any severed provision with a valid provision that, as closely as possible, achieves the same commercial intent.
No failure or delay by either party in exercising any right, power or remedy under these Terms and Conditions or any Engagement Agreement shall operate as a waiver of that right, power or remedy. No single or partial exercise of any right, power or remedy shall preclude any further or other exercise of that right, power or remedy or the exercise of any other right, power or remedy. A waiver of any right or remedy in respect of one occasion shall not constitute a waiver of that right or remedy in respect of any other occasion.
The Client may not assign, transfer, charge, subcontract or deal in any other manner with any of its rights or obligations under these Terms and Conditions or any Engagement Agreement without the prior written consent of BOOLINOR, such consent not to be unreasonably withheld or delayed. BOOLINOR may assign any of its rights and obligations under these Terms and Conditions or any Engagement Agreement without the Client's consent in the event of a merger, acquisition, reorganisation or sale of all or substantially all of BOOLINOR's business assets.
These Terms and Conditions do not confer any rights on any third party under the Contracts (Rights of Third Parties) Act 1999 or otherwise. No third party may enforce any term of these Terms and Conditions or any Engagement Agreement.
Any notice required to be given under these Terms and Conditions or any Engagement Agreement shall be in writing and may be delivered by hand, sent by pre-paid first-class post to the registered address of the recipient, or sent by email to the email address of the recipient's authorised representative as confirmed in the Engagement Agreement. Notices sent by post shall be deemed received on the second Working Day after posting. Notices sent by email shall be deemed received at the time of transmission, provided that the sender does not receive a delivery failure notification. BOOLINOR's address for notices is: BOOLINOR LTD, 58 The Stables, Wynyard, Billingham, United Kingdom, TS22 5SG. BOOLINOR's email address for notices is: RobertVane@boolinor.works.
BOOLINOR provides its Services as an independent contractor. Nothing in these Terms and Conditions or in any Engagement Agreement shall create or be deemed to create a partnership, joint venture, agency, employment or franchise relationship between BOOLINOR and the Client. BOOLINOR shall be responsible for all tax and national insurance obligations in relation to its own staff and subcontractors. The Client shall have no liability for such obligations unless otherwise expressly agreed in writing.
Both parties shall comply with all applicable anti-bribery and anti-corruption legislation, including the Bribery Act 2010. Neither party shall offer, promise, give or accept any improper payment, gift, entertainment or other advantage to or from any person in connection with the Engagement. Each party shall have and maintain adequate procedures designed to prevent bribery and corruption by its personnel and any persons associated with it.
BOOLINOR is committed to combating modern slavery and human trafficking in all parts of its business and supply chain. BOOLINOR complies with the Modern Slavery Act 2015 and takes reasonable steps to ensure that slavery and human trafficking are not occurring in any part of its operations or supply chain.
BOOLINOR reserves the right to amend these Terms and Conditions from time to time. Any amendments shall be posted on boolinor.works with a revised version number and "Last Updated" date. Amendments shall not affect Engagements for which a binding Engagement Agreement has already been executed at the time the amendment is published. For new Engagements entered into after the date of publication of the amended Terms, the amended Terms shall apply from the date of execution of the relevant Engagement Agreement.
These Terms and Conditions are drawn up in the English language. If these Terms and Conditions are translated into any other language, the English language version shall prevail in the event of any conflict or ambiguity.
Enquiries relating to these Terms and Conditions or to any commercial Engagement with BOOLINOR LTD should be directed to:
BOOLINOR LTD is registered in England and Wales. All commercial engagements are governed by these Terms and Conditions and by the applicable Engagement Agreement, subject to the laws of England and Wales.
