Last updated: August 27 2024

👉🏽 Please read these terms and conditions carefully before paying for Our Services. Please note that by proceeding with your purchase and paying the attached invoice you indicate your agreement to our Terms in their entirety, and your payment will create a binding contract between you and The Other Box Limited. If you have any questions about the Terms, or if there is any part of the Terms you do not agree to, please let us know prior to making your payment.

INTRODUCTION

What these terms cover. These are the terms and conditions on which we supply our offerings to you (Terms). These Terms set out the conditions on which we supply our online training (the Services) to you via our website or any other platform or software we may utilise.

WHO WE ARE

We are The Other Box Limited, which trades as The Other Box (“we”). We are registered in England and Wales under company number 11379688, and our registered office address is Beacon House Ibstone Road, Stokenchurch High Wycombe Buckinghamshire HP14 3FE.

We are an award-winning diversity and inclusion company that educates businesses on diversity, equity and inclusion. For more information, see our About page. You can also contact us at hello@otherbox.co at any time.

WHO YOU ARE

When we say you or your, we mean both you and any entity or firm you’re authorised to represent.

1. DEFINITIONS AND INTERPRETATIONS

1.1 In these Terms the following definitions apply:

  • Applicable Law means all applicable laws, legislation, statutory instruments, regulations and governmental guidance having binding force whether local or national in the United Kingdom;

  • Confidential Information means any commercial, financial or technical information, information relating to the Services, plans, know-how or trade secrets which is obviously confidential in nature or has been identified as confidential, or which is developed by a party in performing its obligations under, or otherwise pursuant to these Terms;

  • Force Majeure means an event or sequence of events beyond a party’s reasonable control preventing or delaying it from performing its obligations under these Terms, including an act of God, fire, flood, lightning, earthquake or other natural disaster, war, riot or civil unrest, epidemic or pandemic, interruption or failure of supplies of power, fuel, water, transport, equipment or telecommunications service, or material required for supply of the Services, strike, lockout or boycott or other industrial action including those involving our workforce, but excluding your inability to pay or circumstances resulting in your inability to pay;

  • Intellectual Property Rights means copyright, patents, know-how, trade secrets, trade marks, trade names, design rights, rights in get-up, rights in goodwill, rights in software, rights in Confidential Information, rights to invention, rights to sue for passing off, domain names and all other intellectual property rights and similar rights and, in each case:

    • whether registered or not;

    • including any applications to protect or register such rights;

    • including all renewals and extensions of such rights or applications;

    • whether vested, contingent or future;

    • to which the relevant party is or may be entitled, and

    • in whichever part of the world existing.

1.2 In these Terms, unless the context requires otherwise:

1.2.1 a reference to a ‘party’ includes that party’s personal representatives, successors and permitted assigns;

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

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

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

1.2.5 a reference to ‘writing’ or ‘written’ includes any method of reproducing words in a legible and non-transitory form, and includes email.

2. APPLICATION OF THESE TERMS

2.1 These Terms apply to and form the contract between you and us. They supersede any previously issued terms and conditions of purchase or supply.

2.2 We may accept or reject your order for our Services (Order) at our discretion. An Order will not be accepted, and no binding obligation to supply any Services will arise, until the earlier of:

2.2.1 our written acceptance of the Order; or

2.2.2 our supply of the Services; or 

2.2.3 our notifying you that the Services are ready to be supplied (as the case may be).

2.3 Marketing and other promotional material relating to the Services are illustrative only and do not form part of the Order or the Services.

3 PRICE

3.1 The price for the Services will be as set out in the Order or, where no such provision is set out, will be as advised by us from time to time before the date the Order is placed and, in any event, will be as set out in the invoice sent to you following our acceptance of the Order.

3.2 The Prices are exclusive of Value Added Tax (VAT), or equivalent sales tax. You will pay any applicable VAT to us on receipt of a valid VAT invoice.

3.3 We may increase the Prices with immediate effect by written notice to you where there is an increase in the direct cost to us of supplying the relevant Services which exceeds ten percent (10%) of the Price.

3.4 We may, from time to time and at our absolute discretion, offer the Services at reduced rates. Such reduced rates will be available for the limited period advised by us (Sale Period), and will apply only to transactions made during the Sale Period. We are not required or obliged to offer reduced rates outside of the Sale Period for any reason. Access to the Services purchased during the Sale Period will be as set out in clause 5.4 below.

4 PAYMENT

4.1 We will invoice you for the Services, partially or in full, at any time following our acceptance of the Order. We reserve the right to delay commencement or provision of the Services until the Price has been paid in full.

4.2 You will pay all invoices:

4.2.1 in full without deduction or set-off, in cleared funds within ten (10) days of the date of each invoice; and

4.2.2 to the bank account or using the payment methods we nominate from time to time.

4.3 Time of payment is of the essence. Where sums due under these Terms are not paid in full by the due date:

4.3.1 we may, without limiting our other rights, charge interest on such sums at ten percent (10%) a year above the base rate of the Bank of England from time to time in force, and

4.3.2 interest shall accrue on a daily basis, and apply from the due date for payment until actual payment in full, whether before or after judgment.

4.4 All payments are final and no partial or full refunds will be available except where permitted by law.

5 SUPPLY OF THE SERVICES

5.1 The Services will be supplied by us as specified in the Order or, where no such provision is set out, will be as advised by us from time to time before the date the Order is placed. 

5.2 Time of supply of the Services is not of the essence. We will use our reasonable endeavours to meet estimated dates for supply, but any such dates are indicative only.

5.3 We will not be liable for any delay in or failure of supply caused by:

5.3.1 your failure to provide us with adequate instructions for supply, or instructions otherwise relating to the Services;

5.3.2 a Force Majeure.

5.4 You will have access to the Services for a term of twelve (12) months from the date you first use the appropriate login and security details provided to you to access the Services (Activation Date). Further details regarding your access to and use of the Services are set out in section 10 (Intellectual property and licensing).

6 WARRANTY

6.1 We warrant that at the time of supply, the Services will:

6.1.1 conform in all material respects to their description;

6.1.2 be free from material defects;

6.1.3 be supplied with reasonable care and skill within the meaning of the Supply of Goods and Services Act 1982, Part II s 13.

6.2 You warrant that you have provided us with all relevant, full and accurate information as to your business and needs in relation to the Services.

6.3 As your sole and exclusive remedy, we will, at our option, remedy, re-perform or refund the Services that do not comply with clause 6.1, provided that:

6.3.1 you serve a written notice on us not later than five (5) business days from supply; and

6.3.2 such notice specifies that some or all of the Services do not comply with clause 6.1 and identifies in sufficient detail the nature and extent of the defects; and

6.3.3 you give us a reasonable opportunity to examine the claim of the defective Services.

6.4 Whilst we have utilised in creating the Services, and will at all times in our dealings with you utilise, our best professional endeavours and skills, we do not guarantee any specific outcome from your use of the Services as any such outcome will vary based on the level of effort, engagement and implementation on your part and the part of each sub-licensee.

6.5 Except as set out in this clause 6:

6.5.1 we give no warranties and make no representations in relation to the Services; and

6.5.2 all warranties and conditions (including the conditions implied by ss 12–16 of the Supply of Goods and Services Act 1982), whether express or implied by statute, common law or otherwise are excluded to the extent permitted by law.

7 ANTI-BRIBERY AND MODERN SLAVERY

7.1 Each party will comply with the Bribery Act 2010, including ensuring that it has in place adequate procedures to prevent bribery and using all reasonable endeavours to ensure that:

7.1.1 all of that party’s personnel;

7.1.2 all others associated with that party; and

7.1.3 all of that party’s sub-contractors;

involved in performing the contract so comply.

7.2 Each party will comply with the Modern Slavery Act 2015, and to this end each party undertakes, warrants and represents that:

7.2.1 neither it nor any of its officers, employees, agents or subcontractors has:

  • committed an offence under the Modern Slavery Act 2015 (an MSA Offence); or

  • been notified that it is subject to an investigation relating to an alleged MSA Offence or prosecution under the Modern Slavery Act 2015; or

  • is aware of any circumstances within its supply chain that could give rise to an investigation relating to an alleged MSA Offence or prosecution under the Modern Slavery Act 2015;

7.2.2 it has implemented due diligence procedures to ensure compliance with the Modern Slavery Act 2015 in its business and supply chain, and those of its officers, employees, agents or subcontractors.

7.3 You will immediately notify us as soon as you become aware of your breach or possible breach of any of the requirements in this clause 7.

7.4 Your breach of this clause 7 will be deemed a material breach of these Terms that is not remediable and will entitle us to immediately terminate the contract by notice under clause 14.2.1.

8 INDEMNITY

You will indemnify us, and keep us indemnified, from and against any losses, damages, liability, costs (including legal fees) and expenses incurred by us as a result of or in connection with your breach of any of your obligations under these Terms.

9 LIMITATION OF LIABILITY

9.1 The extent of the parties’ liability under or in connection with the contract (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) shall be as set out in this clause 9.

9.2 Subject to clause 9.3: 

9.2.1 our total liability will not exceed the Price you have paid for the Services;

9.2.2 we will not be liable for consequential, indirect or special losses;

9.2.3 we will not be liable for any of the following (whether direct or indirect): loss of profit, loss or corruption of data, loss of use, loss of production, loss of contract, loss of opportunity, loss of savings, discount or rebate (whether actual or anticipated), harm to reputation or loss of goodwill.

9.3 Notwithstanding any other provision of these Terms, the liability of the parties will not be limited in any way in respect of the following:

9.3.1 death or personal injury caused by negligence;

9.3.2 fraud or fraudulent misrepresentation; or

9.3.3 any other losses which cannot be excluded or limited by Applicable Law.

10 INTELLECTUAL PROPERTY AND LICENSING

10.1 We are the owner or licensee of all Intellectual Property Rights in the Services, their content and any materials provided. They are protected by copyright or trade mark registration and you may only use them in accordance with these Terms.

10.2 Subject to these Terms and payment of the Price, we grant to you a non-exclusive licence to use the Services for the period of twelve (12) months from the Activation Date (Licence Term). Access to and use of each individual training will be for a period of six (6) months from the date the training is initially accessed by each sub-licensee. 

10.3 The total number of sub-licences which you are authorised to grant under these Terms is stated on the Invoice referred to in clause 4.1

10.4 You acknowledge and agree that at the end of the Licence Term, the licence and any Authorised Sub-Licenses will expire and access to the Services will be revoked unless agreed between the parties in writing. Any unused Authorised Sub-Licenses will expire and access to the Services will be revoked at the end of the Licence Term unless agreed between the parties in writing. You acknowledge and agree that you will not be entitled to a full or partial refund in relation to any unused or expired Authorised Sub-Licences.

10.5 You agree, and will ensure anyone granted an Authorised Sub-License agrees, not to redistribute, transmit, assign, sell, commercially exploit, broadcast, modify, adapt, edit, rent, share, lend, or transfer any part of the Services, their content or any materials provided, except as permitted in accordance with these Terms.

10.6 You agree, and will ensure anyone granted an Authorised Sub-License agrees, not to make any recordings, including audio, video or photographic recordings, of the Services, their content or any materials provided without our express written consent.

10.7 You will:

10.7.1 be liable for the acts and omissions of anyone granted an Authorised Sub-License as if they were your own;

10.7.2 procure that each person granted an Authorised Sub-License is aware of, and complies with, the obligations and restrictions imposed under these Terms. 

10.8 Any Authorised Sub-Licence you grant under this clause 10 is prohibited from the grant of any further sub-licences.

10.9 You must not exceed the Authorised Sub-License restrictions set out in these Terms. Each Authorised Sub-Licence entitles one sub-licensee to one set of login details, solely for use by that sub-licensee. You acknowledge and agree that you may be required, without prejudice to any other rights or remedies available to us, to pay us at our then-current rates for any additional usage of or access to the Services.

10.10 Except for the rights to use the Services expressly granted in these Terms, you will not acquire in any way any title, rights of ownership, or Intellectual Property Rights of whatever nature in the Services or in any copies of them. No Intellectual Property Rights of either party are transferred as a result of these Terms. 

10.11 You will immediately notify us as soon as you become aware of your breach or possible breach of any of the requirements in this clause 10.

10.12 Your breach, possible breach or suspected breach, or the breach, possible breach or suspected breach, by anyone granted an Authorised Sub-License, of this clause 10 will be deemed a material breach of these Terms that is not remediable and will entitle us to immediately terminate the contract by notice under clause 14.2.1.

10.13 Unless agreed otherwise by the parties in writing, we reserve the right to use and display your name, your logo and your participation in the Services on our websites, social media accounts, promotional materials, portfolios of work, in publications and exhibits.

11 CONFIDENTIALITY

11.1 Each party will keep confidential all Confidential Information of the other party, and will only use the same as required to perform the contract. The provisions of this clause 11 will not apply to:

11.1.1 any information which was in the public domain at the date of the contract;

11.1.2 any information which comes into the public domain subsequently other than as a consequence of any breach of the contract or any related agreement;

11.1.3 any information which you independently develop without using information supplied by us; or

11.1.4 any disclosure required by law or a regulatory authority or otherwise by the provisions of the contract.

11.2 This clause 11 will remain in force in perpetuity.

12 PERSONAL DATA

Any personal information provided to us will be dealt with in line with our Privacy Policy, which explains what personal information we collect from you, how and why we collect, store, use and share such information, your rights in relation to your personal information and how to contact us and supervisory authorities if you have a query or complaint about the use of your personal information. A copy of our Privacy Policy is available on our website, or on request.

13 FORCE MAJEURE

Neither party will have any liability under or be deemed to be in breach of the contract for any delays or failures in performance of the contract which result from Force Majeure. The party subject to the Force Majeure event will promptly notify the other party in writing when such the event causes a delay or failure in performance and when it ceases to do so. If the Force Majeure event continues for a continuous period of more than forty five (45) days, either party may terminate the contract by written notice to the other party.

14 TERMINATION

14.1 We may terminate the contract at any time by giving notice in writing to you if:

14.1.1 you fail to pay any amount due under the contract on the due date and such amount remains unpaid within seven (7) days after we have given notification that the payment is overdue; or

14.1.2 any consent, licence or authorisation held by you is revoked or modified such that you are no longer able to comply with your obligations under the contract or receive any benefit to which you are entitled.

14.2 Either party may terminate the contract at any time by giving notice in writing to the other party if:

14.2.1 a party commits a material breach of contract and such breach is not remediable;

14.2.2 a party commits a material breach of the contract which is capable of being remedied and such breach is not remedied within seven (7) days of receiving written notice of such breach;

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

14.2.4 a party is unable to pay its debts either within the meaning of section 123 of the Insolvency Act 1986 or if the other party reasonably believes that to be the case; 

14.2.5 a party becomes the subject of a company voluntary arrangement under the Insolvency Act 1986;

14.2.6 a party becomes subject to a moratorium under Part A1 of the Insolvency Act 1986;

14.2.7 a party becomes subject to a restructuring plan under Part 26A of the Companies Act 2006;

14.2.8 a party becomes subject to a scheme of arrangement under Part 26 of the Companies Act 2006;

14.2.9 a party has a receiver, manager, administrator or administrative receiver appointed over all or any part of its undertaking, assets or income;

14.2.10 a party has a resolution passed for its winding up;

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

14.2.12 a party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business;

14.2.13 a party is subject to any procedure for the taking control of its goods that is not withdrawn or discharged within seven (7) days of that procedure being commenced;

14.2.14 a party has a freezing order made against it;

14.2.15 a party is subject to any recovery or attempted recovery of items supplied to it by a supplier retaining title to those items; 

14.2.16 a party is subject to any events or circumstances analogous to those in clauses 14.2.3 to 14.2.15 in any jurisdiction.

14.3 If either party becomes aware that any event has occurred, or circumstances exist, which may entitle the other party to terminate the contract under this clause 14, it will immediately notify the other party in writing.

14.4 Immediately on termination or expiry of these Terms for any reason, the licences and rights granted by us to you will terminate and you will, and procure that each person granted an Authorised Sub-License will, stop using and cease accessing the Services, and destroy, delete or return at our request any copies of the content of the Services or materials provided as part of the Services.

14.5 Termination or expiry of the contract shall not affect any of our accrued rights and liabilities at any time up to the date of termination.

15 NOTICES

15.1 Any notice or other communication given by a party under these Terms will:

15.1.1 be in writing and in English;

15.1.2 be sent to the relevant party at the email address set out in these Terms.

15.2 Notices may be given, and are deemed received on receipt of a read receipt email from the correct address.

15.3 Any change to the contact details of a party as set out in these Terms must be notified to the other party in accordance with clause 15.1 and will be effective:

15.3.1 on the date specified in the notice as being the date of such change; or

15.3.2 if no date is so specified, five (5) business days after the notice is deemed to be received.

15.4 This clause 15 does not apply to notices given in legal proceedings or arbitration.

16 GENERAL TERMS

16.1 The parties agree that these Terms and any documents entered into pursuant to it constitutes the entire agreement between them and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral in respect of its subject matter.

16.2 Each party acknowledges that it has not relied on, and will have no remedies in respect of, any representation or warranty that is not expressly set out in these Terms or any documents entered into pursuant to it. No party will have any claim for innocent or negligent misrepresentation on the basis of any statement in these Terms.

16.3 Nothing in these Terms purports to limit or exclude any liability for fraud.

16.4 No variation of these Terms will be valid or effective unless it is in writing, refers to these Terms and is duly signed or executed by, or on behalf of, each party.

16.5 You may not assign, subcontract or encumber any right or obligation under these Terms, in whole or in part, without our prior written consent.

16.6 We may perform any of our obligations and exercise any of our rights granted under these Terms through any affiliated third party.

16.7 We will be entitled to set-off under these Terms any liability which we have or any sums which we owe to you.

16.8 You will pay all sums that you owe to us under these Terms without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by law.

16.9 The parties are independent persons and are not partners, principal and agent or employer and employee and these Terms do not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. None of the parties will have, nor will represent that they have, any authority to make any commitments on the other party’s behalf.

16.10 You recognise that any breach or threatened breach of these Terms may cause us irreparable harm for which damages may not be an adequate remedy. Accordingly, in addition to any other remedies and damages available to us, you acknowledge and agree that we may be entitled to the remedies of injunction and other equitable relief without proof of special damages.

16.11 If any provision of these Terms (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of these Terms will not be affected.

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

16.13 No failure, delay or omission by us in exercising any right, power or remedy provided by law or under these Terms will operate as a waiver of that right, power or remedy, nor will it preclude or restrict any future exercise of that or any other right, power or remedy.

16.14 Except as expressly provided for in these Terms, a person who is not a party to these Terms will not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of these Terms.

17 DISPUTE RESOLUTION

17.1 Any dispute arising between the parties out of or in connection with these Terms will be dealt with in accordance with the provisions of this clause 17.

17.2 The dispute resolution process may be initiated at any time by either party serving a notice in writing on the other party that a dispute has arisen. The notice shall include reasonable information as to the nature of the dispute.

17.3 The parties shall use all reasonable endeavours to reach a negotiated resolution through the following procedure:

17.3.1 Within five (5) business days of service of the notice, each of the parties will meet to discuss the dispute and attempt to resolve it.

17.3.2 If the dispute has not been resolved within five (5) business days of the first meeting of the parties, then the matter will be referred to the chief executives (or persons of equivalent seniority) of each of the parties. The chief executives (or equivalent) will meet within five (5) business days to discuss the dispute and attempt to resolve it.

17.4 Until the parties have completed the steps referred to in clause 17.3, and have failed to resolve the dispute, neither party will commence formal legal proceedings except that either party may at any time seek urgent interim relief from the courts.

18 GOVERNING LAW AND JURISDICTION

18.1 These Terms and any dispute or claim arising out of, or in connection with, it, their subject matter or formation (including non-contractual disputes or claims) will be governed by, and construed in accordance with, the laws of England and Wales.

18.2 The parties irrevocably agree that the courts of England and Wales will have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, the Terms, their subject matter or formation (including non-contractual disputes or claims).

Contact Us

If you have any questions about these Terms and Conditions, You can contact us :