These are the standard terms of business for the provision of In-House Learning Programmes by OPP Limited, a company incorporated in England and Wales (registered no. 2218212) whose registered office is at Elsfield Hall, 15-17 Elsfield Way, Oxford, OX2 8EP.

OPP reserves the right to change these terms of business at any time without prior notice to you, so please check them regularly.

In the event of any conflict between these terms of business (as displayed on our website) and those in our catalogue or elsewhere, these terms and business (as displayed on our website) shall prevail.

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;
"Client" means the organisation contracting with OPP for the provision of in-house learning programmes 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 OPP Terms and the Terms of Engagement;
"Deliverables" means those items identified as such in the Terms of Engagement (if any) to be provided by OPP to the Client in the course of delivering the Services;
"OPP" means OPP Limited;
"OPP Terms" means these standard terms of business;
"Services" means the work to be undertaken by OPP for the Client as described in the Terms of Engagement;
"Terms of Engagement" means the statement provided to the Client by OPP, incorporating these OPP Terms, which outlines the nature of the Services, the deliverables to be provided, the fees payable and the time frame for completion of the Services.

2. The Services

2.1 OPP will provide the Services to the Client on, and subject to, the OPP Terms and the Terms of Engagement. OPP will not start providing the Services until OPP 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 OPP 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 OPP Terms, form the contract between OPP and the Client.

2.2 In accepting the Terms of Engagement, the Client authorises OPP 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 OPP shall provide the Services using reasonable skill and care.

2.4 OPP shall use its reasonable endeavours to ensure that any description of the design or content of learning programmes is as informative as possible, but it is for the Client to take responsibility, at the time of acceptance of the Terms of Engagement, for deciding whether or not a programme is suitable for their needs and suitable for the needs of individual participants.

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

3. Terms of Engagement and Fees

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

3.1.1 staff time spent as a result of any delays caused in delivery of the Services due to any act or omission of the Client, at the rate specified in the Terms of Engagement;
3.1.2 staff time spent travelling to the venue in excess of two hours in either direction, at the rate specified in the Terms of Engagement;
3.1.3 any services or materials requested in writing by the Client that OPP 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.

3.2 OPP may also charge the Client for reasonable expenses incurred by OPP in the provision of the Services including, where necessary:

3.2.1 travel, accommodation and subsistence;
3.2.2 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.

3.3 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.

3.4 OPP will forward to the Client an invoice for the fees once the Client has confirmed its acceptance of the Terms of Engagement. This invoice is payable by the Client within 30 days of date of invoice. In the event that the acceptance of the Terms of Engagement is received fewer than 30 days before the programme start date, OPP will raise an invoice for the full fee which is payable prior to the start of the programme. OPP will also submit invoices in respect of any additional work carried out as referred to in Clause 3.1, and any such invoice is payable within 30 days of date of invoice.

3.5 OPP 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. Cancellation and Postponement

4.1 Unless otherwise specified in the Terms of Engagement, OPP reserves the right to charge for programmes cancelled or postponed by the Client. Such charges will be in accordance with the following schedule (percentages refer to percent of fees relating to the relevant programme) to be paid as a cancellation or postponement charge:

	Number of days before event due to start
	40 working days or fewer	20 working days or fewer
Cancellation/ postponement charge	50%	100%

4.2 In cases where no cancellation/postponement charge is chargeable by OPP under clause 4.1, but the Client has already been sent pre-course reading packs for the programme participants at the time of notification to OPP of the cancellation, the Client will be liable for a charge of £100 per participant for any such reading packs that are not returned in re-saleable condition to OPP within two weeks of cancellation. Any such returns of reading packs shall be at the Client's risk and expense. In addition, the Client will bear the full cost of any fees or expenses incurred by OPP for cancellation of venues, or for non-returnable goods and services bought or contracted for the event.

4.3 Where an event 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 4.1.

5. Copyright

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

5.2 If the Client requires OPP to incorporate any material into the Work and supplies OPP with such material, the Client warrants that:

5.2.1 the proposed use or incorporation of such material will not infringe any third party's intellectual property rights;
5.2.2 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 OPP of such materials;
and the Client will indemnify and keep OPP 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.

5.3 The Client agrees that it shall not copy, or amend the Work or do or authorise any other act that may infringe or devalue OPP's copyright or other intellectual property rights.

6. Sub-contractors

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

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

7. Client's obligations

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

7.2 Whilst OPP'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 OPP and keep OPP indemnified against all losses, damages and expenses incurred or suffered by OPP 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.

7.3 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 OPP's employees or sub-contractors or solicit or procure their employment by any other company, organisation or individual with which the Client is connected.

7.4 All Clients shall be required, in using OPP's Services to verify any local requirements and/or restrictions on using psychometric tests in general and the OPP 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 OPP’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 OPP’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 the OPP Group in respect of any loss or claim by a third party against OPP arising from such. Further, in the event that a Client has failed to ensure that any OPP materials may be legitimately used within a particular jurisdiction and subsequently purchases OPP materials for use in that jurisdiction, such Client shall be liable for the costs thereof and the OPP Group shall bear no responsibility or liability for return of such OPP materials or the reimbursement of any associated costs.

8. Confidentiality and data protection

8.1 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.

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

8.2.1 is in, or comes into, the public domain (except as a result of a breach of these OPP Terms);
8.2.2 was already in the possession of the Disclosing Party at the time of its receipt from the other party;
8.2.3 is received by the Disclosing Party from a third party who was not under a legal obligation of confidentiality with respect to it;
8.2.4 is required by law to be disclosed by the Disclosing Party.

8.3 The Client and OPP shall observe the requirements of the Data Protection Act 1998 (the "DPA") and any other applicable data privacy legislation in relation to information regarding identifiable living individuals ("Personal Data").

8.4 Where OPP discloses to the Client any Personal Data, including but not limited to participants' qualification status following any learning programme, the Client acknowledges that, for the purposes of the DPA, it is the "Data Controller" in relation to those Personal Data, and the Client will:

8.4.1 not keep such Personal Data longer than is necessary to fulfil the purpose for which it was collected;
8.4.2 take all reasonable steps to safeguard the security of such Personal Data;
8.4.3 exercise discretion over the access given to such Personal Data within the Client organisation;
8.4.4 take all reasonable steps to ensure that those given access to such Personal Data understand and respect the need for confidentiality regarding the Personal Data; and the Client shall indemnify and keep OPP fully indemnified against all costs, claims, demands, expenses and liabilities of any nature arising out of or in connection with any breach of this clause 8.

8.5 The Terms of Engagement shall be treated as confidential information for the purposes of this clause 8.

9. Term and termination

9.1 The Contract will commence on the date that OPP 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 9.2 and 9.3.

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

9.2.1 is in irremediable breach of its obligations or, in the case of a remediable breach, such breach has not been remedied within seven (7) days of receipt by the breaching party of a notice from the other party specifying the breach and requiring its remedy; or
9.2.2 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.

9.3 OPP may terminate provision of the Services at any time if it has given the Client three months' notice in writing.

9.4 On termination, OPP will be entitled to 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 OPP pursuant to Clause 9.2, 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.

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

9.6 Clauses 1, 4, 5, 7.3, 8, 9, 10, and 14 shall survive expiry or termination of this Agreement howsoever caused and shall remain thereafter in full force and effect after termination.

10. Warranty and liability

10.1 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 OPP employees or sub-contractors while providing the Services, OPP's liability shall be limited to a maximum of £1,000,000 (one million pounds) per claim or series of related claims.

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

10.3 Subject to Clauses 10.1, 10.2 and 10.4, OPP'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 OPP for such Services.

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

10.5 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.

11. Force majeure

OPP has no liability to the Client if OPP is unable to provide all or a part of the Services in accordance with the Terms of Engagement or otherwise as a result of circumstances beyond OPP's reasonable control, including without limitation, war, strike, lockout, industrial disputes, riot, civil commotion, acts of Government, fire, blockade, accident, natural catastrophe, disaster.

12. Waiver

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

13. Rights of third parties

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

14. Governing law and jurisdiction

These Terms and the Terms of Engagement are governed by English law and you agree you will only sue us in the courts of England. The place of performance of the contract will be England.

15. Entire agreement

15.1 These OPP Terms together with the Terms of Engagement constitute the entire agreement between OPP 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 OPP Terms requested by the Client will be effective unless it is in writing, is dated and is signed by a duly authorised representative of OPP and the Client.

15.2 If there is any conflict between these OPP Terms and the Terms of Engagement, these OPP Terms will prevail.

16. Notices

16.1 Any notice permitted or required under these OPP Terms will be given in writing and shall be effectively served if delivered by hand or sent by first-class or airmail post to OPP 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.

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