Terms and Conditions

These are the Terms & Conditions (“Terms”) of ClarusBlue Consulting Limited, a company registered in England and Wales (registered number 09515298).  When we refer to “ClarusBlue Consulting”, “we”, “us” and “our” we mean ClarusBlue Consulting Limited, unless otherwise stated.  

If you have questions about any of these Terms, please contact ClarusBlue Consulting's Client Support Team via info@clarusblue.com.

1.      Definitions

"Business Day" means a day (not being a Saturday or Sunday) on which banks are open for general banking business in the City of London. Where “days” is referred to, this shall not be interpreted as Business Days;

"Client" means the organisation contracting with ClarusBlue Consulting for the provision of consultancy services as identified in the Terms of Engagement;

"Contract" means the contract formed by the acceptance and return by the Client of the Terms of Engagement, and such contract shall be governed by these Terms and the Terms of Engagement;

"Deliverables" means those items identified as such in the Terms of Engagement (if any) to be provided by ClarusBlue Consulting to the Client in the course of delivering the Services (including where applicable, Materials, comprising course manuals, e-learning products, question banks, knowledge banks, course notes and any other materials supporting the Services, written by ClarusBlue Consulting or its third party suppliers and supplied to the Client under the Services);

"ClarusBlue Consulting" means ClarusBlue Consulting Limited


"ClarusBlue Consulting Terms" means these standard terms of business;

"Services" means the work to be undertaken by ClarusBlue Consulting for the Client as described in the Terms of Engagement;

"Terms of Engagement" means the letter or other statement provided to the Client by ClarusBlue Consulting, incorporating these Terms, which outlines the nature of the Services, the deliverables to be provided, the fees payable and the timeframe for completion of the Services, together with any other terms specific to the engagement with the Client;

“Work” means any activity performed by ClarusBlue Consulting in relation to the Services. 

"Working Days" means Monday to Friday excluding bank or public holidays.

2.      The Services

2.1. ClarusBlue Consulting will provide the Services to the Client on, and subject to, ClarusBlue Consulting Terms and the Terms of Engagement. ClarusBlue Consulting will not start providing the Services until ClarusBlue Consulting has received written acceptance of the Terms of Engagement by an authorised representative of the Client. By accepting the Terms of Engagement, the Client also agrees to be bound by these Terms to the exclusion of all other terms and conditions (including any terms or conditions which the Client purports to apply under any purchase order, confirmation of order, specification or other document). The Terms of Engagement, once signed and returned by the Client, shall, together with these Terms, form the contract between ClarusBlue Consulting and the Client.

2.2. In accepting the Terms of Engagement, the Client authorises ClarusBlue Consulting to proceed with all relevant preparations for providing the Services, including but not limited to purchase of materials and booking venues (if required).

2.3. ClarusBlue Consulting shall provide the Services using reasonable skill and care.

2.4. In providing the Services, ClarusBlue Consulting shall use its reasonable endeavours to give sound advice based on the information available, but the Client will remain wholly responsible for determining matters of policy or action related to that advice.

2.5. The Client acknowledges and agrees that, in order for its personnel to derive benefits from the Services, such personnel will be required to make such commitment as is appropriate to the Services being provided.

2.6. The Client understands and acknowledges that successful completion of any qualification programmes provided as part of the Services requires participants to demonstrate an understanding of underlying principles, and competence in administration and feedback of the instrument(s) concerned.

2.7. Where any programme requires work to be completed prior to attendance (pre-work as detailed in confirmation emails sent by ClarusBlue Consulting), we reserve the right to deny attendance at the scheduled programme if the pre-work has not been completed. In such event, the participant would be offered transfer to an alternative programme subject to payment of a transfer fee in accordance with Clause 5.1.

2.8. In respect of any qualification programmes, only fee-paying delegates are allowed to participate in and/or observe any event or programme, including the workshop and associated activities, unless agreed in the Terms of Engagement or otherwise by prior written agreement between Client and ClarusBlue Consulting.

3.      Virtual delivery of Services

Where any element of the Services is to be delivered virtually, the following terms shall apply:

3.1. Only those participants registered for virtual Services shall be permitted to attend the session(s).

3.2. The registration instructions and log-in details for any virtual Services are personal to each participant. They may not be used by anyone else nor may they be transferred or supplied to any third party or organisation. 

3.3. If any participant or anyone else attempts to make multiple use of the registration and log-in details supplied by ClarusBlue Consulting by disclosing such details to others, the participant and its employing organisation will be liable for the number of people who subsequently attended the virtual Services using the registration details. 

3.4. Participants acknowledge that participation in virtual Services requires use of certain technologies. Participants will, at their own expense: (a) provide their own viewing venue, computer systems, internet service, and other technology, devices, and accommodations necessary to participate in the virtual session; (b) obtain any software necessary to participate in the virtual session, including, without limitation, their own Zoom video-conferencing capability and access (or other provider as specified by ClarusBlue Consulting); and (c) comply with all reasonable additional technology requirements prescribed by ClarusBlue Consulting in writing. ClarusBlue Consulting accepts no responsibility or liability for any failure in the above technology requirements.

3.5. ClarusBlue Consulting shall not be liable for any interruption to service or availability of internet connection or video-conferencing facility caused by equipment or technologies supplied, used or made available by the participant nor for participant’s inability to access any virtual session or content or functionality that forms part of the Services, nor for any interruption to service or availability of internet connection or video-conferencing facility caused by factors not under the control of ClarusBlue Consulting. 

3.6. In addition to the data protection and privacy terms set forth in Clause 11 of these Terms, the following terms shall also apply:

3.6.1. ClarusBlue Consulting, at its discretion, may monitor the registration and access to virtual sessions, including the number of computers and their IP addresses, to ensure that the registration and/or log-in details have not been distributed;  

3.6.2. ClarusBlue Consulting may record the virtual sessions provided that no participants shall be video-recorded in such recordings;

3.6.3. ClarusBlue Consulting may transfer personal data to third party video-conferencing software providers used to facilitate virtual delivery of sessions, as sub-processors for the purpose of performance of the virtual session, as set forth in our Privacy Policy. Participants should also note that such third party video-conferencing software providers may use participants’ personal data as set forth in their privacy policies; users of such third party systems should refer to those policies for additional details.

 

4.      Terms of Engagement and fees

4.1. The Terms of Engagement will, unless otherwise stated, remain capable of acceptance by the Client for a period of 90 days from the date thereof. The rates for fees and materials are subject to review from time to time, but ClarusBlue Consulting will give one month's notice of its intention to change the charging basis for current and continuing projects.

4.2. The fees set out in the Terms of Engagement are based on ClarusBlue Consulting's understanding of the Client's requirements as set out in the Terms of Engagement. ClarusBlue Consulting reserves the right to make additional charges for:

4.2.1.    staff time spent in excess of those estimated in the Terms of Engagement as a result of any delays caused in delivery of the Services due to any act or omission of the Client 

4.2.2.    staff time spent travelling to the venue in excess of two hours in either direction;

4.2.3.    staff time for planning or other meetings requested by the Client in addition to those allowed for in the Terms of Engagement;

4.2.4.    any services or materials requested in writing by the Client that ClarusBlue Consulting agrees in writing to provide and that are additional to those allowed for in the Terms of Engagement, which shall then become part of the Services.

4.3. ClarusBlue Consulting may also charge the Client for reasonable expenses incurred by ClarusBlue Consulting in the provision of the Services including, where necessary:

4.3.1.    travel, accommodation and subsistence (mileage to be charged at 50 pence per mile

4.3.2.    all bought-in goods, services and sub-contracted items referred to in the Terms of Engagement as being necessary and charged for separately from the fees quoted in the Terms of Engagement.

4.4. Value Added Tax, where applicable, will be payable by the Client on all fees and expenses at the rate in force at the date of invoicing. All prices are quoted exclusive of Value Added Tax.

4.5. ClarusBlue Consulting will issue invoices in accordance with the terms stated in the Terms of Engagement. Depending on the nature of the work, ClarusBlue Consulting may issue invoices at the start of each work package, the end of each discrete piece of work or at the end of each month. If payment is requested in advance, ClarusBlue reserve the right to not commence work until the invoice is paid. If the Client delays planned progress on provision of the Services, ClarusBlue Consulting reserves the right to submit interim invoices. ClarusBlue Consulting will also submit invoices in respect of any additional work carried out as referred to in Clause 3.2.

4.6. All invoices will be paid by the Client within 30 days of date of invoice. ClarusBlue Consulting reserves the right to charge the Client interest and costs of recovery in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 (as amended).

4.7. Where a refund is due to a Client and such is caused at the fault of the Client, ClarusBlue Consulting reserves the right to deduct any administrative bank/ credit card charges from such refund. Where the refund is necessitated at the fault of ClarusBlue Consulting, no such deductions shall be made.

 

5. Ownership of materials included in Deliverables

It is a condition of sale of the Services, including any delivered virtually, that ownership of Materials shall not transfer to any individual or his employer (as the case may be) until full payment is received by ClarusBlue Consulting in respect of the relevant Services. If payment is not received by its due date and/or Services are cancelled outside our cancellation fees as set forth in Clause 6.1, Materials should be returned to ClarusBlue Consulting forthwith. If in such event, Materials are not received by ClarusBlue Consulting, we shall seek reimbursement for the cost of the Materials plus delivery charges, failing which we will pursue the cost as a debt and may repossess any Materials that have not been paid for.

6.      Cancellation and postponement

6.1. Unless otherwise specified in the Terms of Engagement, ClarusBlue Consulting reserves the right to charge for services (including but not limited to coaching sessions, courses, workshops, presentations or seminars) cancelled or postponed by the Client. Such charges will be in accordance with the following: 

6.1.1.    Where an event is postponed by the Client, the following schedule shall apply (percentages refer to percent of fees relating to the relevant event to be paid as a postponement charge):

Number of Business Days that postponement request is received before the work commences:

  • For coaching sessions:

  • More than 7 days in advance: 0% of fees

  • Between 7 day and 24 hours in advance: 50% of fees

  • Less than 24 hours: 100% of fees

For courses, workshops, presentations and seminars*:

  • More than 30 days in advance: 50% of fees

  • Less than 30 days but greater than 14 days in advance: 75% of fees

  • Less than 7 days in advance: 100% of fees

  • For engagements that require international travel, ClarusBlue reserves the right to charge the cost of change/cancellation fees of travel required due to postponement by the client

6.1.2.    where an event, course, workshop, presentation and seminar is cancelled by the Client, the following shall apply

  • More than 30 days in advance: 50% of fees

  • Less than 30 days but greater than 14 days in advance: 75% of fees

  • Less than 7 days in advance: 100% of fees

  • For engagements that require international travel, ClarusBlue reserves the right to charge the cost of change/cancellation fees of travel required due to postponement by the client

6.2. In addition, the Client will bear the full cost of any fees or expenses incurred by ClarusBlue Consulting for cancellation of venues and, except in cases where the Client has paid a 100% cancellation or postponement charge, for non-returnable goods and services bought or contracted for the event or events.

6.3. Where an services is postponed, the Client will be liable for the full fee for that event quoted in the Terms of Engagement when eventually held, in addition to the postponement charge set out in clause 6.1.

6.4. Where a service is postponed:

6.4.1. the revised dates must be confirmed in writing within two (2) months of the original event dates; and

6.4.2. the rebooked dates must take place within six (6) months of the original event dates.

6.5. For the avoidance of doubt, the start date of the Work is not the start of the event but the start of when the Work commences and will be set out in the Terms of Engagement.

 

7.      Copyright

7.1. Other than in respect of information that the Client has supplied to ClarusBlue Consulting , ClarusBlue Consulting shall, as between ClarusBlue Consulting and the Client, own all copyright and any other intellectual property rights throughout the world subsisting in the contents of the Terms of Engagement and in all Work, including that work produced by ClarusBlue Consulting in the course of provision of the Services in whatever form or media and (including, without limitation, for the avoidance of doubt the Deliverables) ("Work"), unless otherwise indicated in the Terms of Engagement as "Client Materials".

7.2. If the Client requires ClarusBlue Consulting to incorporate any material into the Work and supplies ClarusBlue Consulting with such material, the Client warrants that:

7.2.1.    the proposed use or incorporation of such material will not infringe any third party's intellectual property rights

7.2.2.    where the Client is not the owner of all copyright or other intellectual property rights in such material, the Client has received all necessary consents and licences for the proposed use by ClarusBlue Consulting of such material; and the Client will indemnify and keep ClarusBlue Consulting fully and effectively indemnified against all costs, claims, demands, expenses and liabilities of any nature arising out of or in connection with any breach of the warranty in this clause.

7.3. Subject to Clause 7.4, the Client agrees that it shall not copy or amend the Work or do or authorise any other act that may infringe or devalue ClarusBlue Consulting's copyright or other intellectual property rights.

7.4. The Client may, subject to the last sentence of this clause, make a reasonable amount of copies of the Work (or part of the Work) for distribution to its own personnel and strictly for internal business purposes only. The Client shall ensure that each such copy of the Work (or part thereof) shall bear a statement acknowledging its source. The Client shall have no right to make any copies of any Deliverables on which ClarusBlue Consulting does not own the copyright.

 

8.      Sub-contractors

8.1. ClarusBlue Consulting shall be entitled, in its absolute discretion, to appoint sub-contractors to provide all or part of the Services.

8.2. If the Client nominates sub-contractors to work with ClarusBlue Consulting in the provision of the Services, the Client shall be responsible for such nominated sub-contractors. ClarusBlue Consulting reserves the right to withdraw co-operation from any nominated sub-contractors if the performance or actions of such persons or organisations prevents ClarusBlue Consulting fulfilling its obligations under the Terms of Engagement and these Terms.

9.      Client's obligations

9.1. The Client will ensure that its staff, contractors and other suppliers co-operate fully with ClarusBlue Consulting and cause no delay.

9.2. Whilst ClarusBlue Consulting's employees or sub-contractors are working on the Client's premises, the Client will ensure the health and safety of those people. The Client will indemnify ClarusBlue Consulting and keep ClarusBlue Consulting indemnified against all losses, damages and expenses incurred or suffered by ClarusBlue Consulting in connection with any and all claims made in respect of any injury, death or loss suffered by those employees or sub-contractors as a result of working at the Client's premises.

9.3. Clients will not, either during the provision of the Services or thereafter for a period of one year, directly or indirectly, offer employment or assignments to any of ClarusBlue Consulting's employees or sub-contractors or solicit or procure their employment by any other company, organisation or individual with which the Client is connected.

9.4. All Clients shall be required, in using ClarusBlue Consulting's Services to verify any local requirements and/or restrictions on using psychometric tests in general and ClarusBlue Consulting materials in particular, in that jurisdiction, whether imposed by law, regulation or by a local regulatory or governmental body. Where any local requirements and/or restrictions exist that alter the criteria for, or prevent, use of ClarusBlue Consulting’s materials within a particular jurisdiction, it shall be the responsibility of the Client to ensure that it fully complies with any and all such local requirements and/or restrictions. Where any Client uses ClarusBlue Consulting’s materials in a particular jurisdiction in contravention of any local requirements and/or restrictions, whether knowingly or inadvertently, such Client shall be solely responsible and liable for such use and shall hold harmless and indemnify ClarusBlue Consulting in respect of any loss or claim by a third party against ClarusBlue Consulting arising from such. Further, in the event that a Client has failed to ensure that any ClarusBlue Consulting materials may be legitimately used within a particular jurisdiction and subsequently purchases ClarusBlue Consulting materials for use in that jurisdiction, such Client shall be liable for the costs thereof and ClarusBlue Consulting shall bear no responsibility or liability for return of such ClarusBlue Consulting materials or the reimbursement of any associated costs.

 

10. Confidentiality

10.1. Both during and after the provision of the Services, both parties shall keep confidential any information of the other party that is obtained in connection with the provision of the Services and that is clearly designated as ‘confidential' or that is by its nature clearly confidential. Neither party shall use such information except in connection with the Services nor divulge it to any third party without the prior written permission of the other party.

10.2. The provisions of this clause 8 shall not apply to any information disclosed by a party ("Disclosing Party") that:

10.2.1. is in, or comes into, the public domain (except as a result of a breach of these Terms);

10.2.2. was already in the possession of the Disclosing Party at the time of its receipt from the other party;

10.2.3.  is received by the Disclosing Party from a third party who was not under a legal obligation of confidentiality with respect to it;

10.2.4. is required by law to be disclosed by the Disclosing Party.

10.3. The Terms of Engagement shall be treated as confidential information for the purposes of this Clause 10.

11. Data Protection and Privacy

11.1. ClarusBlue Consulting is committed to protecting and respecting Client’s and other users’ privacy and to acting in compliance with the UK Data Protection Act 2018 (UK DPA), UK GDPR and EU GDPR (the General Data Protection Regulation (EU) 2016/ 679) and any applicable enacting, successor, supplementing or amending legislation. You should read our Privacy Policy as they will help you understand how we collect, use, store and otherwise process your personal data and other information.

11.2. Client agrees to be bound by the Data Processing Terms as set forth in the Privacy Policy, unless otherwise agreed in writing between ClarusBlue Consulting Limited and the Client.

 

12. Term and termination

12.1. The Contract will commence on the date that ClarusBlue Consulting receives the signed Terms of Engagement from the Client and shall continue in full force and effect until the Services have been completed, subject to earlier termination pursuant to Clauses 12.2 and 12.3 and 14.

12.2. Either party may terminate provision of the Services immediately by notice in writing to the breaching party if the breaching party:

12.2.1. is in irremediable breach of its obligations or, in the case of a remediable breach, such breach has not been remedied within 14 days of receipt by the breaching party of a notice from the other party specifying the breach and requiring its remedy; or

12.2.2. enters into voluntary or compulsory liquidation, or compounds with or convenes a meeting of its creditors, or has a receiver or manager or an administrator appointed over any part of its assets, or ceases for any reason to carry on business, or takes or suffers any analogous action which in the opinion of ClarusBlue Consulting means that the Client may not be able to pay its debts.

12.3. ClarusBlue Consulting may terminate provision of the Services at any time if:

12.3.1. it has given the Client three months' notice in writing; or

12.3.2. the Client attempts substantially to alter the scope or definition of the Services without ClarusBlue Consulting's prior written agreement.

12.4. On termination, ClarusBlue Consulting will be entitled to be paid all fees and expenses incurred or accrued and payable by the Client as at the date of termination or cancellation of the Services. In the case of termination by ClarusBlue Consulting pursuant to Clause 10.2, the Client will be deemed to have cancelled the Services and will be liable to pay a cancellation charge as specified in Clause 4.1, if applicable.

12.5. On termination, each party shall immediately return to the other party all property of the other party in its custody, possession or control.

12.6. Clauses 1, 6, 7, 9.3, 10, 11, 12, 13 and 17 shall survive expiry or termination of these Terms howsoever caused and shall remain thereafter in full force and effect after termination.

13. Warranty and liability

13.1 In the event of damage to tangible physical property, where it is established that such damage to property has arisen as a direct result of the negligence of ClarusBlue Consulting employees or sub-contractors while providing the Services, ClarusBlue Consulting's liability shall be limited to a maximum of £1,000,000 (one million pounds) per claim or series of related claims.

13.2 Nothing in these Terms shall exclude or limit ClarusBlue Consulting's liability for death or personal injury caused by ClarusBlue Consulting's negligence, nor for fraud on ClarusBlue Consulting's part, nor for any liability that cannot be excluded by law.

13.3 ClarusBlue Consulting will also try to ensure that any description of the design or content of Services is as informative as possible, but it is for the Client and participants to take responsibility for deciding whether or not a programme is suitable for their needs.

13.4 Subject to Clauses 13.1, 13.2, 13.3 and 13.4, ClarusBlue Consulting's liability arising under or as a result of the provision of the Services whether in contract, tort, breach of statutory duty or otherwise is limited to the fees actually paid by the Client to ClarusBlue Consulting for such Services.

13.5 ClarusBlue Consulting will not be liable for any indirect or consequential loss, loss of business, profit, revenue, data or goodwill, nor for lost or wasted management time or employee time of the Client.

13.6 Any condition, representation or warranty that might otherwise be implied or incorporated within these Terms by reason of statute or common law or otherwise is hereby expressly excluded.

14. Client Cooperation and Excused Non-Performance

Client agrees to cooperate with our reasonable instructions relating to performance of Services.  We shall not be in breach of these Terms for any failure or delay in performance of any of our obligations in respect of the Services or under any Terms of Engagement, arising from or attributable to: (i) Client’s unreasonable delay or failure to cooperate with our reasonable instructions; or (ii) force majeure, which shall include (but not be limited to) events that are unpredictable, unforeseeable, or irresistible, such as any severe weather, earthquake, fire, epidemic, pandemic, acts of terrorism, biological warfare, outbreak of military or civil hostilities, explosions, strikes, sabotage, governmental interference or decree, interruption of service due to telecom carriers, internet service provider issues, power supply issues, or other technology issues.  If Client fails to cooperate in a timely manner with our reasonable instructions regarding performance of the Services,  we may take reasonable actions to remediate or mitigate the effects of Client’s non-cooperation or delay, including (without limitation) rescheduling a programme date, cancelling an event or engagement, or restricting or denying eligibility to participate in a programme, event or engagement.

15. Waiver

No delay, neglect or forbearance by either party in enforcing any provision of the Terms of Engagement or these Terms shall be deemed to be a waiver or in any way prejudice any rights of that party.

16. Rights of third parties

Nothing in these Terms or the Terms of Engagement confers or purports to confer on any third party any right to enforce any of the Terms of Engagement or these Terms.

17. Governing law and jurisdiction

These Terms and the Terms of Engagement are governed by and construed in accordance with the laws of England, and are subject to the exclusive jurisdiction of the English courts.

18. Entire agreement

18.1 These Terms together with the Terms of Engagement constitute the entire agreement between ClarusBlue Consulting and the Client in relation to the Services, and supersede all earlier communications. Each party acknowledges that it has not relied on any commitment, representation or warranty in entering into the Contract, other than those expressly set out in the Contract. No amendment or other variation to these Terms by the Client will be effective unless it is in writing, is dated and is signed by a duly authorised representative of ClarusBlue Consulting and the Client.

18.2 If there is any conflict between these Terms and the Terms of Engagement, or any in our catalogue or elsewhere, these Terms (as displayed on our website) will prevail.

18.3 ClarusBlue Consulting reserves the right to change these Terms at any time without prior notice to you, so please check them regularly. These Terms were revised in August 2024.

19. Notices

19.1 Any notice permitted or required under these Terms will be given in writing and shall be effectively served if delivered by hand or sent by first-class or airmail post to ClarusBlue Consulting at its usual address and, in the case of the Client, to the last known or usual address. Any notice personally delivered shall be deemed to have been received at the time of delivery. Any notice sent by post shall be deemed to have been delivered three Business Days after posting in the case of inter-UK communications, or five Business Days otherwise.

19.2 In cases where the Terms of Engagement specify nominated representatives of the parties, all notices shall be addressed to such representatives.

20. Further information

If you wish to raise any query, please contact info@clarusblue.com or call our Client Services on + 44 7811 478350