ONE DEGREE TRAINING & COACHING LTD
TERMS AND CONDITIONS
Effective from: 4th August 2026
These Terms and Conditions apply to Services supplied by One Degree Training & Coaching Ltd, a company registered in England and Wales under company number 14053252, whose registered office is at One The Brayford, 20 Brayford Wharf North, Lincoln, Lincolnshire, LN1 1BN ("One Degree", "we", "us" or "our").
These Terms and Conditions apply only where the Client is acting wholly or mainly for the purposes of a business, trade, craft or profession. They do not apply to consumers.
1. Definitions
In these Terms and Conditions:
"Client", "you" or "your" means the company, partnership, sole trader, organisation or other business purchasing the Services.
Where an individual places an order on behalf of a Client, that individual confirms that they have authority to bind the Client.
"Contract" means the legally binding agreement between us and the Client incorporating the Proposal, these Terms and Conditions and any other terms expressly agreed by us in writing.
"Participant" means any person participating in or receiving any part of the Services.
"Proposal" means our written proposal, quotation, statement of work, booking confirmation or other document describing the Services, Fees and any specific terms applicable to an engagement.
"Services" means any coaching, training, mentoring, assessment, consultancy, facilitation, speaking, psychometric profiling, workshop, programme or other professional service supplied by us.
"Fees" means all amounts payable by the Client under the Contract.
"Delivery Date" means the date on which the first part of the relevant Services is scheduled to take place.
"Working Day" means a day other than Saturday, Sunday or a public holiday in England.
2. Formation of the Contract
2.1 We will normally provide the Client with a Proposal describing the Services and Fees.
2.2 Unless otherwise stated, a Proposal remains open for acceptance for 30 days.
2.3 By issuing a Proposal or these Terms and Conditions, we are offering to provide the Services subject to these Terms and Conditions.
2.4 A Contract will be formed when, after receiving the Proposal and/or these Terms and Conditions, the Client does any of the following:
(a) confirms acceptance in writing;
(b) signs or otherwise accepts the Proposal;
(c) issues a purchase order;
(d) makes any payment relating to the Services;
(e) instructs us to commence work;
(f) provides information, Participant details or other materials reasonably indicating that it wishes us to proceed;
(g) agrees or books Delivery Dates; or
(h) otherwise clearly acts in a manner indicating acceptance of the Services.
2.5 The Client is responsible for ensuring that the Proposal accurately reflects its requirements before accepting it.
2.6 Any purchase order issued by the Client after receiving these Terms and Conditions constitutes acceptance of the Contract and agreement to be bound by these Terms and Conditions.
2.7 Any terms contained in or referred to in the Client's purchase order, procurement documentation, supplier portal, onboarding documentation or other documents shall not form part of the Contract and shall not amend or override these Terms and Conditions unless we expressly agree otherwise in writing.
2.8 Where there is any inconsistency between contractual documents, the following order of precedence shall apply unless expressly agreed otherwise in writing:
(a) any specific variation expressly agreed and signed or confirmed in writing by us;
(b) the Proposal;
(c) these Terms and Conditions;
(d) any other document forming part of the Contract.
2.9 No terms proposed by the Client shall apply merely because we acknowledge, process or otherwise refer to a purchase order or other Client document.
3. Services
3.1 We will provide the Services described in the Proposal with reasonable care and skill.
3.2 The precise content, format, timing and delivery method of the Services may vary where reasonably necessary to achieve the purpose of the engagement.
3.3 Services may be provided face-to-face, online, individually, in groups or through a combination of methods.
3.4 Unless expressly stated otherwise in the Proposal, time shall not be of the essence in relation to our performance of the Services.
3.5 We may make reasonable changes to the Services where necessary because of circumstances arising after the Contract is formed, provided those changes do not materially reduce the overall Services purchased by the Client.
3.6 Any material variation requested by the Client must be agreed by us in writing and may result in additional Fees or expenses.
4. Client Responsibilities
4.1 The Client shall cooperate with us and provide such information, access and assistance as we reasonably require to provide the Services.
4.2 The Client is responsible for:
(a) providing complete, accurate and timely information;
(b) ensuring appropriate Participants attend scheduled sessions;
(c) ensuring Participants are available at the agreed times;
(d) providing access to relevant employees, managers or other personnel where required;
(e) providing suitable premises, facilities, equipment and technology where delivery takes place at premises arranged by the Client;
(f) informing us in advance of relevant accessibility requirements, dietary requirements, allergies or other requirements that may reasonably affect delivery;
(g) ensuring premises supplied by the Client comply with applicable health and safety requirements;
(h) obtaining any internal approvals necessary for the Services;
(i) completing agreed actions and providing materials within agreed timescales; and
(j) ensuring that Participants understand any responsibilities applicable to them.
4.3 We shall not be responsible for any delay, reduced effectiveness or failure to achieve an anticipated outcome caused wholly or partly by the Client or a Participant failing to comply with these responsibilities.
4.4 Where the Client's failure to cooperate prevents us from providing scheduled Services, the relevant Services may be treated as delivered for charging purposes.
5. Participants and Conduct
5.1 Participants are expected to behave professionally and respectfully.
5.2 We may refuse admission to, suspend or remove any Participant whose behaviour we reasonably consider abusive, threatening, discriminatory, harassing, unsafe, seriously disruptive or otherwise inappropriate.
5.3 Removal or exclusion under clause 5.2 shall not entitle the Client to a refund or reduction in Fees.
5.4 If a Participant is late, we may shorten the session accordingly.
5.5 If a Participant fails to attend a scheduled session, the session shall normally be treated as delivered and no refund or reduction shall be due.
5.6 The Client may substitute Participants for group Services with our prior agreement, provided this does not materially affect delivery.
5.7 Individual coaching or mentoring is personal to the named Participant and may not be transferred without our agreement.
6. Fees, Invoicing and Payment
6.1 All Fees are exclusive of VAT unless expressly stated otherwise.
6.2 Unless an agreed payment plan applies, all invoices must be paid in cleared funds by the earlier of:
(a) 60 calendar days from the date on which the Client places the order or otherwise enters into the Contract; or
(b) 14 calendar days before the Delivery Date.
6.3 Where the Contract is formed fewer than 14 calendar days before the Delivery Date, the invoice is payable immediately upon receipt.
6.4 Payment shall not be treated as made until we have received cleared funds.
6.5 A scheduled date may be provisionally reserved when the Contract is formed. We are not obliged to continue holding that date if payment is not received by the deadline specified in this clause. If payment remains outstanding after that deadline, we may release the date, suspend performance or terminate the booking without liability, and any amounts already due shall remain payable.
6.6 We are not obliged to commence or continue Services where payment due under the Contract has not been received.
6.7 Where payment is overdue, we may suspend Services, withdraw scheduled dates or refuse further delivery without liability to the Client.
6.8 Suspension or withdrawal of Services because of non-payment does not remove the Client's obligation to pay amounts already due.
7. Purchase Orders and Client Procurement Processes
7.1 Where the Client requires a purchase order, supplier onboarding, procurement approval or other internal process, the Client is responsible for completing that process sufficiently early to comply with the payment terms in this Contract.
7.2 The Client's internal administrative, procurement, accounts-payable or approval processes do not alter or extend the agreed payment deadline.
7.3 Failure by the Client to issue a purchase order or complete an internal process shall not relieve the Client of liability to pay where a Contract has otherwise been formed.
7.4 We may decline to commence Services until any purchase order or administrative information reasonably required by us has been supplied.
8. Expenses and Third-Party Costs
8.1 In addition to the Fees, the Client shall pay any expenses specified in the Proposal, including where applicable travel, mileage, accommodation, venue costs and other reasonable expenses associated with providing the Services.
8.2 Known expenses will normally be invoiced in advance.
8.3 Where the precise cost cannot reasonably be determined beforehand, we may invoice the Client for the actual reasonable cost once known.
8.4 Third-party costs committed or incurred specifically for the Client are non-refundable once we have become liable for them.
9. Payment Plans
9.1 We may agree payment by instalments or another payment plan in the Proposal.
9.2 Unless expressly stated otherwise, instalments are payable in advance on the dates specified.
9.3 A payment plan is a facility for payment of the total contractual Fees and does not convert the engagement into a series of separate monthly contracts.
9.4 If an instalment becomes overdue, we may suspend the Services until payment is received.
9.5 If the Client materially defaults on an agreed payment plan and fails to remedy that default within 7 days of written notice, we may terminate the Contract and, to the extent permitted by law and subject to any applicable cancellation provisions, require any amounts properly due under the Contract to be paid immediately.
10. Late Payment
10.1 Time for payment is of the essence.
10.2 If any sum is not paid when due, we reserve all rights available to us under the Late Payment of Commercial Debts (Interest) Act 1998 and any amendment, replacement or successor legislation.
10.3 This includes, where applicable, the right to claim:
(a) statutory interest;
(b) statutory fixed compensation for each qualifying late payment; and
(c) reasonable debt recovery costs to the extent recoverable by law.
10.4 We may exercise these rights without first issuing a reminder.
10.5 The Client shall remain responsible for the principal debt notwithstanding suspension or termination of the Services.
11. Cancellation by the Client
11.1 The Client may cancel Services by giving us written notice.
11.2 Cancellation charges shall be calculated by reference to the scheduled Delivery Date of the Services being cancelled.
11.3 Where notice of cancellation is received:
(a) more than 28 calendar days before the Delivery Date: the Client will receive a refund of 100% of the Fees paid for the cancelled Services;
(b) 14 to 28 calendar days before the Delivery Date: the Client will receive a refund of 50% of the Fees paid for the cancelled Services and 50% shall remain payable;
(c) fewer than 14 calendar days before the Delivery Date: no refund shall be due and 100% of the Fees shall remain payable.
11.4 For the purposes of clause 11.3, cancellation exactly 28 days before the Delivery Date falls within clause 11.3(b), and cancellation exactly 14 days before the Delivery Date also falls within clause 11.3(b).
11.5 Any non-refundable third-party costs or expenses already incurred or committed by us shall remain payable in addition to any cancellation charge.
11.6 Where an engagement consists of multiple separately scheduled sessions or activities, cancellation charges will ordinarily apply to the affected scheduled Services rather than automatically cancelling the entire Contract, unless the Client expressly cancels the entire engagement.
11.7 Where the entire engagement is cancelled, the relevant cancellation period shall ordinarily be calculated by reference to the next scheduled Service that has not yet been delivered.
11.8 Any Services already delivered remain payable in full.
12. Rescheduling by the Client
12.1 A Client may request that scheduled Services be rescheduled by giving us more than 2 calendar days' written notice.
12.2 Rescheduling is subject to our availability and we do not guarantee that the Client's preferred alternative date will be available.
12.3 Where valid notice is given and we agree to reschedule, Fees already paid will be transferred to the replacement date rather than refunded.
12.4 A request made 2 calendar days or fewer before the scheduled Service may, at our discretion, be treated as a cancellation and the cancellation provisions in clause 11 will apply.
12.5 The right to reschedule must not be used for the purpose of avoiding the cancellation provisions.
12.6 If a Client reschedules Services and subsequently cancels them, the applicable cancellation charge shall be the greater of:
(a) the cancellation charge that would have applied by reference to the original Delivery Date; and
(b) the cancellation charge applicable by reference to the rescheduled Delivery Date.
12.7 This clause is intended to ensure that rescheduling cannot be used to convert a booking that would otherwise be non-refundable or partly refundable into a booking attracting a greater refund.
12.8 Any additional expenses or third-party costs caused by rescheduling shall be payable by the Client.
13. Cancellation or Rescheduling by Us
13.1 If circumstances reasonably outside our control prevent us from delivering scheduled Services, we may reschedule them.
13.2 We will give the Client as much notice as reasonably practicable and will use reasonable endeavours to agree a suitable replacement date.
13.3 Fees already paid will be transferred to the replacement date.
13.4 The Client will not ordinarily be entitled to a refund solely because Services have reasonably been rescheduled under this clause.
13.5 We shall not be liable for consequential costs or losses incurred by the Client or Participants as a result of a reasonable rescheduling.
13.6 Nothing in this clause affects any rights that cannot lawfully be excluded.
14. Psychometric Assessments and Third-Party Services
14.1 Some Services may use third-party products, assessments, platforms, licences or materials, including psychometric assessment tools.
14.2 The Client acknowledges that these may be subject to third-party terms, licences and availability.
14.3 Once an assessment, profile, licence or other third-party product has been ordered, generated, activated or purchased on behalf of the Client, its cost is non-refundable.
14.4 We are not responsible for temporary interruptions, changes or failures of a third-party service outside our reasonable control.
14.5 We do not warrant that any psychometric assessment constitutes a clinical, medical or psychological diagnosis.
15. Coaching, Training and Professional Advice
15.1 Our Services are designed for professional development, leadership, team performance, business performance and related purposes.
15.2 Unless expressly agreed otherwise, the Services do not constitute legal, financial, medical, psychiatric, psychological or other regulated professional advice.
15.3 The Client remains responsible for its business, employment, financial, operational and management decisions.
15.4 Any decision made following the Services remains the responsibility of the Client.
16. Results, Outcomes and Case Studies
16.1 We will provide the Services with reasonable care and skill but do not guarantee any particular commercial, financial, organisational, behavioural or personal outcome.
16.2 Results depend on numerous factors outside our control, including participation, implementation, management decisions, organisational circumstances and external events.
16.3 Case studies, testimonials, previous results, projections, estimates, potential savings, ROI calculations and examples of outcomes are illustrative only and do not constitute a warranty or guarantee that the Client will achieve the same or similar results.
16.4 No performance target or anticipated outcome shall become contractually guaranteed unless it is expressly identified as a contractual guarantee in the Proposal.
17. Confidentiality and Coaching Relationships
17.1 Each party may receive confidential information belonging to the other during the Contract.
17.2 Each party shall keep such information confidential and shall use it only for the purposes of the Contract.
17.3 We recognise that effective coaching and mentoring may require a reasonable degree of confidentiality between us and individual Participants.
17.4 Where the Client pays for coaching or mentoring provided to an employee, manager or other Participant, we may provide the Client with:
(a) confirmation of attendance;
(b) broad themes relevant to the purpose of the engagement;
(c) general observations regarding progress;
(d) agreed objectives and progress against them; and
(e) other information that the Participant has agreed may be shared.
17.5 We will not ordinarily disclose the detailed content of confidential individual coaching conversations to the Client without the Participant's permission.
17.6 Confidentiality may be limited where disclosure is reasonably necessary or legally required, including where we reasonably believe there is a serious risk of harm, where disclosure is required by law, court order or regulatory obligation, or where necessary to establish, exercise or defend legal rights.
17.7 Nothing in this clause requires us to withhold information where doing so would be unlawful.
18. Intellectual Property
18.1 All intellectual property rights in our pre-existing materials, methodologies, models, frameworks, exercises, processes, templates, assessments, presentations, training materials, know-how and other proprietary content remain owned by us or our licensors.
18.2 Unless expressly agreed otherwise in writing, intellectual property developed during or in connection with the Services shall also remain ours where it incorporates, derives from or relates to our methodology, know-how, frameworks or reusable materials.
18.3 Following payment in full, we grant the Client a non-exclusive, non-transferable, perpetual licence to use materials supplied to it for its own internal business purposes.
18.4 The Client may not, without our prior written permission:
(a) sell, licence or commercially exploit our materials;
(b) reproduce them for external distribution;
(c) use them to provide training, coaching or consultancy services to third parties;
(d) publish them publicly;
(e) remove ownership notices; or
(f) represent our materials or methodology as its own.
18.5 Where the Proposal expressly identifies a deliverable as bespoke work that will become the Client's intellectual property, ownership of that specific deliverable shall transfer only after payment in full and shall not include our underlying methodologies, know-how, frameworks or pre-existing materials.
19. Data Protection and Recording
19.1 Each party shall comply with applicable data protection legislation, including the UK GDPR and Data Protection Act 2018, as amended from time to time.
19.2 The Client is responsible for ensuring that it has an appropriate lawful basis for providing us with personal data relating to Participants and for providing any notices required to those individuals.
19.3 We will process personal data in accordance with applicable law and our Privacy Notice.
19.4 Sessions will not be audio or video recorded by us unless recording has been agreed or otherwise lawfully justified and Participants have been given appropriate information about the purpose and use of the recording.
19.5 The Client and Participants must not record Services without our prior written permission.
20. Liability
20.1 Nothing in the Contract excludes or limits liability where it would be unlawful to do so, including liability for:
(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation; or
(c) any other liability which cannot lawfully be excluded or limited.
20.2 Subject to clause 20.1, we shall not be liable for:
(a) loss of profits;
(b) loss of revenue;
(c) loss of business;
(d) loss of contracts;
(e) loss of anticipated savings;
(f) loss of opportunity;
(g) loss of goodwill or reputation;
(h) business interruption; or
(i) indirect or consequential loss,
whether arising in contract, tort (including negligence), breach of statutory duty or otherwise.
20.3 Subject to clause 20.1, our total aggregate liability arising out of or in connection with the Contract shall not exceed the total Fees actually paid or payable by the Client under the Contract during the 12 months immediately preceding the event giving rise to the claim, or, where the Contract has existed for fewer than 12 months, the total Fees paid or payable under the Contract up to that date.
20.4 Where the claim relates solely to a separately identifiable Service or engagement under a wider Contract, our liability shall, to the extent reasonable and legally permissible, be limited to the Fees attributable to that Service or engagement.
20.5 The Client acknowledges that the Fees have been calculated on the basis of the limitations of liability contained in this clause.
21. Suspension and Termination
21.1 We may suspend Services immediately where:
(a) payment is overdue;
(b) the Client materially fails to cooperate;
(c) continuing delivery would in our reasonable opinion create a health, safety, legal or serious professional risk; or
(d) serious Participant misconduct occurs.
21.2 Either party may terminate the Contract by written notice if the other party commits a material breach and, where the breach is capable of remedy, fails to remedy it within 14 days of written notice requiring it to do so.
21.3 We may terminate immediately where the Client:
(a) becomes insolvent;
(b) enters liquidation or administration, other than for a solvent restructuring;
(c) ceases or threatens to cease trading; or
(d) commits a serious breach which cannot reasonably be remedied.
21.4 Termination does not affect any right or liability accrued before termination.
21.5 Any Fees properly due at termination remain payable.
21.6 Clauses which by their nature are intended to continue after termination shall survive termination, including provisions concerning payment, confidentiality, intellectual property, liability and governing law.
22. Force Majeure
22.1 Neither party shall be liable for delay or failure to perform an obligation caused by circumstances beyond its reasonable control.
22.2 Such circumstances may include severe illness, accident, transport disruption, extreme weather, fire, flood, industrial action, civil disturbance, war, terrorism, epidemic or pandemic restrictions, government action, major technology failure, power failure or failure of essential third-party infrastructure.
22.3 Where such circumstances prevent us from providing scheduled Services, we may reschedule those Services in accordance with clause 13.
22.4 Fees paid for affected Services will ordinarily be transferred to the replacement date rather than refunded.
23. Non-Reliance and Entire Agreement
23.1 The Contract constitutes the entire agreement between the parties relating to its subject matter and supersedes previous discussions, negotiations, correspondence, statements and understandings relating to that subject matter.
23.2 Each party acknowledges that, in entering into the Contract, it does not rely on any statement, representation, assurance or warranty that is not expressly set out in the Contract.
23.3 Nothing in this clause excludes liability for fraud or fraudulent misrepresentation.
23.4 Informal discussions, indicative outcomes, examples, sales conversations and exploratory discussions do not create contractual guarantees unless expressly incorporated into the Proposal.
24. Third-Party Rights
24.1 Unless expressly stated otherwise, a person who is not a party to the Contract shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any provision of the Contract.
24.2 In particular, Participants do not become parties to the Contract merely because they participate in or benefit from the Services.
25. Assignment and Subcontracting
25.1 The Client may not assign, transfer, charge, subcontract or otherwise deal with its rights or obligations under the Contract without our prior written consent.
25.2 We may use appropriately qualified subcontractors or associates in providing the Services.
25.3 Where we subcontract our contractual obligations, we remain responsible for the performance of those obligations subject to the limitations contained in these Terms and Conditions.
26. No Waiver
26.1 A failure or delay by either party to exercise a right or remedy does not waive that right or remedy.
26.2 A waiver of one breach shall not constitute a waiver of any subsequent breach.
27. Severance
27.1 If any provision of the Contract is found to be invalid, illegal or unenforceable, that provision shall be treated as modified to the minimum extent necessary to make it valid and enforceable.
27.2 If modification is not possible, the relevant provision shall be treated as deleted.
27.3 The remaining provisions shall continue in full force and effect.
28. Notices
28.1 Any notice relating to cancellation, termination, breach or another material contractual matter must be in writing.
28.2 Notices may be sent by email to the email address normally used by the parties for the engagement, or by post to the relevant registered or business address.
28.3 An email shall be deemed received on the Working Day it is sent if sent before 5pm, or on the next Working Day if sent after 5pm or on a non-Working Day, provided no delivery failure notification is received.
28.4 A notice sent by first-class post shall be deemed received two Working Days after posting.
29. Relationship of the Parties
29.1 Nothing in the Contract creates a partnership, joint venture, employment relationship, fiduciary relationship or agency between the parties.
29.2 Neither party has authority to bind the other except as expressly agreed.
30. Variations
30.1 No variation of the Contract shall be effective unless agreed in writing by authorised representatives of both parties.
30.2 For ordinary operational matters, an exchange of emails may constitute written agreement.
31. Governing Law and Jurisdiction
31.1 The Contract and any dispute or claim arising out of or in connection with it, including non-contractual disputes or claims, shall be governed by the law of England and Wales.
31.2 The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Contract.