Dark Blu Inc. Terms and Conditions for the Provision of Services
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
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.
2.1 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.
3.1 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
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.
4.1 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
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
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.
11.1 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.
12.1 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.
16.1 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
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.
18.1 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).
19.1 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.
20.1 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.
21.1 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:
22.3.2 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
24.1 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
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
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
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.
29.1 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..
30.1 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
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
35 COOKIE LAW
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