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Dark Blu Inc. Terms and Conditions for the Provision of Services

1 DEFINITIONS

1.1 In these terms and conditions the following words shall, unless the context otherwise requires

have the following meanings:-

1.1.1 “Code of Conduct” – Dark Blu Inc.’s code of conduct for all Participants attending

Courses;

1.1.2 “Contract” – the contract between Dark Blu Inc. and the Customer incorporating these Terms and Conditions together with the Quotation Letter;

1.1.3 “Course” – the training activity, event, course, or courses to be provided by Dark Blu Inc. to the Customer as set out in the Quotation Letter;

1.1.4 “Customer” or “you”- the person, firm or company who books a Course offered by Dark Blu Inc.

1.1.5 “Dark Blu Inc..” – Dark Blu Inc.. Limited whose registered office is at Building 18, HMS EXCELLENT, Whale Island, Portsmouth, PO2 8ER

1.1.6 “Intellectual Property Rights” – all patents, copyrights, design rights, trade marks,

service marks, trade secrets, know-how, database rights, domain names, moral rights and other rights in the nature of intellectual property rights (whether registered or unregistered) and all applications for the same, anywhere in the world;

1.1.7 “Participant” – any person who attends any Course provided by Dark Blu Inc.., whether

that person be the Customer, the Customer’s employee, contractor or other person nominated by the Customer to attend the Course;

1.1.8 “Quotation Letter” the letter provided by Dark Blu Inc.. to the Customer detailing the

Course and Course price and Scope of Supply;

1.1.9 “Quotation Acceptance Form” the form provided by Dark Blu Inc. with its quotation to be completed by the Customer and returned to Dark Blu Inc..;

1.1.10 “Scope of Supply” is as specified in the Quotation Letter;

1.1.11 Terms and Conditions” these terms and conditions as amended from time to time by

Dark Blu Inc..;

1.1.12 “Training Materials” all training materials, and course information or any

documentation provided by Dark Blu Inc.. to the Customer or to Participants to support a Course;

1.1.13 “Valid Purchase Order” means a Purchase Order that accepts and references the Quotation letter and is subject to these Terms and Condition.
2 GENERAL

2.1 These Terms and Conditions apply to any booking for a Course provided by Dark Blu Inc…

2.2 The Customer agrees that it is responsible for ensuring that it’s Participants who attend the

Course are aware of and comply with these Terms and Conditions, and any information, joining

or other instructions or directions relating to the Course.
3 BOOKING

3.1 Your booking will be confirmed and a Contract between Dark Blu Inc.. and you will be formed

when the Quotation Acceptance Form or a Valid Purchase Order is received by Dark Blu Inc… If

there are any errors in the booking details the Customer must notify Dark Blu Inc.. as soon as

possible.

3.2 For the avoidance of doubt where a booking has been made without a Quotation Letter and

Acceptance of Quotation, payment of the Course fee or a deposit will be deemed acceptance

of these Terms and Conditions.

3.3 Joining instructions will be issued to the Customer prior to the commencement of the Course.

3.4 The Course commencement and completion times are specified in the joining instructions.

3.5 Where a Course overruns or deviates from the Scope of Supply, due to the actions of the

Customer, the Course will be subject to additional fees.
4 FEES

4.1 All Course fees are in pounds sterling and are as detailed in the Quotation Letter. Course fees

include tuition fees, training materials and refreshments and any mandatory accommodation

where specified in the Scope of Supply. If accommodation is not mandatory it may be available

for an additional fee.

4.2 Where a Course overruns or deviates from the Scope of Supply, due to the actions of the

Customer or any Participants, the Course will be subject to additional fees.

4.3 Unless otherwise stated, VAT is payable on all Course fees at the prevailing rate.
5 GENERAL PAYMENT TERMS

5.1 Unless alternative payment arrangements have been agreed with Dark Blu Inc.. the provisions of

this Clause 5 and either Clause 6 or Clause 7 (as appropriate) shall apply.

5.2 Payment for Course fees shall be made in advance of Course commencement.

5.3 Dark Blu Inc.. may request payment of a deposit in advance of full payment, where the content

of a Course requires Dark Blu Inc.. to pay deposits to third party suppliers, details of any

advance deposit will be detailed on the Quotation Letter.

5.4 Dark Blu Inc.. reserves the right to withdraw access to the Course, facilities or Training Materials

for any Participant for any failure by the Customer to pay Course fees prior to commencement

of the Course.
6 PAYMENT BY CREDIT OR DEBIT CARD

6.1 All Course fees paid by credit or debit cards are payable in advance of the start date of the

Course, If payment is not made in advance of the start of the Course Dark Blu Inc.. reserves

the right to cancel the Contract..

6.2 Dark Blu Inc. accept most credit and debit cards but are unable to accept American Express.
7 PAYMENT BY BANK TRANSFER

7.1 All BACS payments should clearly state the booking reference number which will be

provided on the Quotation Letter.

7.2 All Course fees paid by BACS are payable in cleared funds within ten (10) days

of your Acceptance of the Quotation or by the start date of the Course, whichever is earlier. If

payment is not made in cleared funds when due Dark Blu Inc. reserves the right to cancel the

Contract.

7.3 Any Customer wishing to make a BACS payment should request Dark Blu Inc.’s account details.
8 CANCELLATION BY DARK BLU INC.

8.1 Dark Blu Inc.. reserves the right to cancel, postpone or otherwise alter the date of any Course or

accommodation. In the event of cancellation by Dark Blu Inc.. (other than a termination of the

contract under Clause 24.1) the Customer will be notified and a full refund of all Course fees

will be made. In the event of postponement or alteration to the date, a full refund of all Course

fees will be made where proposed alternative dates are not acceptable.
9 CANCELLATION BY THE CUSTOMER

9.1 Any cancellation by the Customer, following receipt of the Quotation Acceptance Form by Dark Blu Inc.., must be confirmed in writing to Dark Blu Inc.. in accordance with the provisions of

Clause 28.

9.2 In the event of cancellation by a Customer cancellation charges will be applied as follows:

Cancellation less than 30 working days prior to Course commencement date 50% of Course fees

Cancellation 10 working days or less prior to the Course commencement date 100% of Course fees

9.3 Late arrival, unless mutually agreed in advance in writing, will be considered by Dark Blu Inc.. to

be a cancellation of the Course by the Customer in accordance with this Clause 9.

Some courses use military facilities and therefore the start time of courses are critical to

successful completion within the timescales.
10 VARIATIONS TO BOOKING

10.1 If, following receipt of the Quotation Acceptance Form by Dark Blu Inc.., the Customer wishes to alter the Course booking the Customer must advise Dark Blu Inc.. in writing as soon as possible and in any event by no later than four weeks prior to Course commencement. Dark Blu Inc.. will use reasonable endeavours to accept such amendments but cannot guarantee to do so.
11 SECURITY

11.1 For unescorted access, all Participants must have necessary security clearance from the

Ministry of Defence. Participants must therefore have either a current and valid Defence

Vetting Agency (DVA) number, or must complete the security form attached to the joining

instructions to gain necessary security clearance from the Ministry of Defence. Where a

Participant fails to receive security clearance please contact Dark Blu Inc.. for further guidance

prior to the Course commencement. In circumstances where a Participant is unable to attend

under the provisions of this clause the Customer will have the opportunity to nominate an

alternative Participant for the Course or cancel the Contract booking, in which case the

cancellation provisions in Clause 9 will apply.
12 BEHAVIOUR

12.1 The Customer will ensure that all its Participants booked on a Course comply with all

reasonable requests and instructions of the training staff and are aware of and comply with Dark Blu Inc.. Code of Conduct. Dark Blu Inc.. reserves the right to withdraw access to the Course,

facilities or Training Materials for any Participant who fails to comply with such requests and

instructions or the Code of Conduct. Copies of the Code of Conduct (if applicable) will be sent

with the joining instructions and are available upon request.
13 STUDENT ACCESS

13.1 Dark Blu Inc.. must be notified if any Participants have any additional requirements (including

relating to accessibility, dietary needs, mobility, disability or any other requirements) prior to

Commencement of the Course.

14 DATA PROTECTION

14.1 All personal information provided on the “Declaration of Fitness to Participate” form and

otherwise in connection with the Course shall be held by Dark Blu Inc.. in accordance with the

Data Protection Act 1998. Dark Blu Inc.. shall use the information provided for the purposes of

organising and running the Course and in doing so may share the information for those

purposes with other members of the Babcock group of companies, the Royal Navy and your

employer. Dark Blu Inc.. may also pass personal information onto other relevant suppliers of

the Course (such as any partner course and accommodation providers) and to external course

accreditor’s. Customer and Participant personal information may also be provided to security

checking companies, government and enforcement agencies including the Royal Navy and the

Ministry of Defence, or as required by law where required in connection with the Course.

14.2 In order to process the Customer’s booking and to provide the Course to meet the Customer’s

requirements, such personal information may be transferred between different countries,

including countries outside the European Economic Area (EEA) where controls on data

protection may not be as strong as the legal requirements in this country.

14.3 For the safety and security of the training and accommodation facilities and all Participants Dark Blu Inc.. and its partner course and accommodation providers may operate closed circuit

television (CCTV) in certain areas of the training and accommodation facilities. Please be

aware, however, that Dark Blu Inc.. does not undertake to operate all cameras or monitor or

record CCTV images at all times.

14.4 Dark Blu Inc.. may contact the Customer by post, email and/or telephone with news, information and offers on its other courses and services (including those offered by our partners). If the Customer does not wish to be contacted it can contact Dark Blu Inc.. at the address on the

Quotation Letter. If the Customer wishes to obtain a copy of the personal information held

about themselves, please write to the address stated on the Quotation Letter. Dark Blu Inc..

may make a charge for supplying this information as permitted by law.
15 TRAINING MATERIALS

15.1 Dark Blu Inc.. reserves all rights in the content of the Course and all Training Materials. By

accepting these Terms and Conditions and entering into a Contract the Customer

acknowledges it nor any of its Participants will obtain any rights whatsoever (including any

Intellectual Property Rights) in the content of the Course or Training Materials.
16 ACCOMMODATION

16.1 Accommodation is only provided for residential courses. Accommodation will usually be

provided at either Dark Blu Inc.. or its partner facilities. However Dark Blu Inc.. reserves the right to provide alternative accommodation if appropriate. Advance notice of alternative

accommodation arrangements will be provided where ever possible.

16.2 In the event that accommodation is withdrawn by its partner or alternate supplier, Dark Blu Inc..

has no obligation to provide alternative accommodation within the Course price quoted. In

such circumstances Dark Blu Inc.. shall in the first instance provide a revised price, should this

not be acceptable to the Customer Dark Blu Inc.. shall cancel the course in accordance with

Clause 8.1.

16.3 The Customer shall ensure that all its Participants comply with the Code of Conduct. Copies of the Code of Conduct (if applicable) will be provided to all Participants receiving accommodation and further copies are available on request.
17 PERSONAL PROPERTY

17.1 Subject to Clause 22.3 Dark Blu Inc.. shall not be liable for any loss of or damage to personal

property (including vehicles) belonging to the Customer or any Participant.
18 CONFIDENTIALITY

18.1 Any information or material of a confidential nature supplied by Dark Blu Inc.. to the Customer or otherwise obtained by the Customer (including any information relating to the business or

financial or other affairs of Dark Blu Inc..) (collectively Confidential Information) are strictly

confidential and the Customer agrees not to disclose such Confidential Information (in whole or

in part) to any other person without Dark Blu Inc’s prior written consent (except where the

Customer is required to disclose them by any government authority or pursuant to an order of a

court of competent jurisdiction).
19 PUBLICITY

19.1 The Customer shall not disclose Dark Blu Inc’s name, the name of any project or programme, or any other information acquired through its dealings with Dark Blu Inc.. under the Contract for any publicity, marketing or recruitment purposes without the prior written content of Dark Blu Inc..

19.2 Dark Blu Inc.. during the Course reserves the rights to take photographic images, videos and

other associated media, which may be used for future training or publicity purposes.

20 VARIATIONS

20.1 No variation or modification of the Contract shall be effective unless expressly agreed by Dark Blu Inc.. in writing. Dark Blu Inc.. shall not be deemed whether by silence or omission to have accepted any variation or modification of the Contract.
21 WARRANTIES

21.1 Dark Blu Inc… warrants that any Course will be performed with reasonable skill and care.

21.2 It is Dark Blu Inc’s policy to constantly review the Courses offered as well as the performance

and content of the Courses. The Customer acknowledges that Dark Blu Inc.. may change any

Course after the Course has been designed or devised or after publication of Training Materials.

21.3 The Customer also acknowledges that Dark Blu Inc.. makes no warranty, express or implied, as to the suitability of any Course for the Customer and the Customer agrees that they book any

Course on this basis.

21.4 All other warranties, conditions or other terms implied by statute or common law are excluded

to the fullest extent permitted by law.
22 LIMITATION OF LIABILITY

22.1 Except as provided in Clause 22.3 Dark Blu Inc.. will not be liable to the Customer by reason of any representation (unless fraudulent) or any implied warranty, condition or other term, or any

duty at common law, or under the express terms of any contract with the Customer for:

22.1.1 Any loss of profit, business, contracts, opportunity, goodwill, revenues, anticipated

savings or other similar loss; and/or

22.1.2 Any indirect, special or consequential loss or damage (whether for loss of profits or

otherwise), whether caused by the negligence, breach of contract, tort, breach of statutory duty of Dark Blu Inc.., its employees, sub-contractors, agents or otherwise, arising out of or in connection with the provision of any Course.

22.2 Subject to Clause 22.3 any other liability of Dark Blu Inc.. to the Customer in contract, tort,

(including negligence or breach of statutory duty), misrepresentation, restitution or otherwise

arising out of or in connection with the provision of any Course is limited to the fees paid to Dark Blu Inc.. for that Course by the Customer:

22.3 Notwithstanding any other provision of these Terms and Conditions neither Dark Blu Inc.. nor the Customer excludes or limits its liability for:

22.3.1 fraud;

22.3.2 fraudulent misrepresentation;

22.3.3 death or personal injury caused by its negligence;

22.3.4 breach of any obligations implied by section 12 of the Sale of Goods Act 1979 or Section 2 of the Supply of Goods and Services Act 1982; or

22.3.5 any other liability which cannot lawfully be limited or excluded.

22.4 The Customer shall indemnify Dark Blu Inc.. against injury or death to Dark Blu Inc.’s employees or any third party and loss or damage to Dark Blu Inc’s property or the property of any third party caused by the act, default or negligence of the Customer, or its Participants, agents, employees or representatives.
23 FITNESS TO ATTEND

23.1 Some Courses provided involve strenuous activity. Details of the activities to be

undertaking are described in the joining instructions.

23.2 The joining instructions contain a Declaration of Medical Fitness to Participate (“Declaration”).

The Customer shall ensure that all Participants complete the Declaration and submit the same

to Dark Blu Inc.. no later than one weeks prior to Course commencement. Dark Blu Inc.. will

require the Participants to initial their Declarations on the date of Course commencement to

confirm there has been no change in the details given in the Declarations.

23.3 Dark Blu Inc.., without liability to the Customer or the Participant, reserves the right:

23.3.1 to prohibit the participation of any Participant on the Course where a Declaration has

not been signed and initialled by a Participant prior to Course commencement;

23.3.2 where it has reasonable concerns that a Declaration completed by a participant is

not satisfactory confirmation of their fitness to participate, to require that the relevant

Participant seeks and obtains the approval of his or her GP on the GP Approval

Form attached to the Declaration and provides the same to Dark Blu Inc.. prior to

Course commencement; and

23.3.3 to prohibit a Participant from taking part in the Course or to remove a Participant

from the Course at any time if, in the opinion of the Dark Blu Inc.. staff, that Participant

is incapable of undertaking or continuing the exercise for any reason
24 TERMINATION

24.1 Any Contract may be terminated by Dark Blu Inc.. immediately by notice in writing:

24.1.1 if the Customer is in material breach of any of its obligations under these Terms

and Conditions and fails to remedy the breach (if capable of remedy) within 14

days after written notice by the Dark Blu Inc.. specifying the breach and requiring the

same to be remedied;

24.1.2 if a resolution is passed or an order is made for the winding up of the Customer

(otherwise than for the purpose of solvent amalgamation or reconstruction where

the resulting entity assumes all of the obligations under the Contract of the

Customer) or the Customer becomes subject to an administration order or an

administrator, receiver or administrative receiver is appointed of all or part of the

Customer’s undertaking and assets;

24.1.3 if the Customer ceases or threatens to cease to carry on its business or is unable

to pay its debts or becomes insolvent (within the meaning of the Insolvency Act

1986) or makes or proposes to make any arrangement or composition with its

creditors;

24.1.4 if the Customer suffers any analogous event to those set out in Clauses 24.1.2 and

24.1.3 in any other jurisdiction; or

24.1.5 if the Customer or any of the Participants has, in the reasonable opinion of Dark Blu Inc.. harmed the name or business of Dark Blu Inc…

24.2 Any termination of any Contract by Dark Blu Inc.. shall be without prejudice to any other rights or

remedies Dark Blu Inc.. is entitled to hereunder and shall not affect any accrued rights or

liabilities nor the coming into or continuance in force of any provision hereof which expressly or

by implication intended to come into or continue in force on or after such termination.

24.3 On termination of any Contract Dark Blu Inc’s obligation to provide the Course shall cease and

Dark Blu Inc.. reserves the right to withdraw access to the Course, facilities or Training Materials for any Participants.
25 FORCE MAJEURE

25.1 Dark Blu Inc.. will not be liable for any failure or delay in the performance of its obligations in

these Terms and Conditions which is caused by circumstances beyond Dark Blu Inc’s or its

subcontractors or agents reasonable control.

26 WAIVER AND CUMULATIVE REMEDIES

26.1 Any failure to exercise or delay in exercising any rights or remedies in these Terms and

Conditions will not operate as a waiver of the rights or remedies or prevent any further exercise

of them.

26.2 A waiver of a breach of or default under these Terms and Conditions will not affect the other

terms and does not constitute a waiver of any other breach or default.

26.3 A waiver of a breach of or default under these Terms and Conditions will not prevent a party

from subsequently requiring compliance with the waived obligation.

26.4 All rights and remedies under these Terms and Conditions are cumulative and are not

exclusive of any rights and remedies provided by law.
27 INVALIDITY AND SEVERABILITY

27.1 If any provision of these Terms and Conditions shall be found by any court or administrative

body of competent jurisdiction to be invalid or unenforceable the invalidity or unenforceability of

such provision shall not affect the other provisions of these Terms and Conditions which shall

remain in full force and effect. The parties hereby agree to substitute for any invalid or

unenforceable provision a valid and enforceable provision which achieves to the greatest

extent possible the economic, legal and commercial objectives of the invalid or unenforceable

provision.
28 NOTICES

28.1 Any notices served under this Agreement must be in writing and may be delivered by hand or

sent by first class, pre-paid, recorded delivery to the address of the other party Dark Blu Inc’s

contact details for notices is:

Dark Blu Inc.. Limited, building 18, HMS EXCELLENT, Whale Island, Portsmouth, PO2 8ER

The Customer address used for this purpose will be that stated on the joining instructions,

unless alternative address is notified to Dark Blu Inc.. in writing.
29 ASSIGNMENT

29.1 The Customer shall not assign, transfer, sub-license or charge any or all of the Customer’s

rights or obligations under these Terms and Conditions without the prior written consent of Dark Blu Inc..
30 SUB-CONTRACTING

30.1 Courses maybe taught by Dark Blu Inc.. trainers, Royal Navy trainers or trainers from one of Dark Blu Inc.’s partner course-providers and Dark Blu Inc.. shall be permitted to sub-contract its

obligations under these Terms and Conditions (in whole or in part) including the provision of

the whole, or any part of the Course.
31 ENTIRE AGREEMENT

31.1 These Terms and Conditions, the joining instructions, Declaration of Medical Fitness to

Participate, and the Quotation Letter set out the entire agreement and understanding between

Dark Blu Inc.. and the Customer and supersede any previous agreements between the parties

relating to the booking of the Course.

31.2 The Customer acknowledges that in entering into any Contract subject to these Terms and

Conditions it does not rely on, and will have no remedy in respect of, any statement,

representation, warranty or understanding (whether negligently or innocently made) of any

person (whether Dark Blu Inc.. or not) other than as expressly set out in these Terms and

Conditions and the Booking Confirmation.

31.3 Nothing in this Clause 31 will operate to limit or exclude any liability for fraud or fraudulent

misrepresentation.
32 NO PARTNERSHIP/AGENCY

32.1 Nothing in these Terms and Conditions will make any party the agent or employee of the other

nor will it create a partnership, joint venture or employment relationship between the parties.
33 THIRD PARTY RIGHTS

33.1 A person who is not a party to any contract subject to these Terms and Conditions shall not

have the right under the Contract (Rights of Third Parties) Act 1999 to enforce any of its terms.
34 LAW AND JURISDICTION

34.1 The contract between Dark Blu Inc.. and the Customer shall be governed by and construed in

accordance with English law and the parties agree to submit to the exclusive jurisdiction of the

English courts for the resolution of any dispute arising out of or in connection with this

Contract.

35 COOKIE LAW

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