1.1 These Training & Skills Services Terms (“Skills Terms”) govern all training, workshops, or skills development services (“Skills Services” or “Training”) provided by Appetite for Business Limited (incorporated in Scotland with company number SC530648) of Davidson House Innovation Park, Campus
One, Bridge Of Don, Aberdeen, Grampian, AB22 8GT (“we” “us”, “our”) to the customer set out in the SOW (“you” or the “Customer”).
1.2 These Skills Terms may be:
1.3 issued independently to you when only purchasing Skills Services (e.g., training, workshops), in which case these Skills Terms, plus any Booking Form, SOW and Booking Confirmation referencing them, constitute the entire agreement regarding the Training; or
1.4 used as a schedule to the Appointment Letter for clients who are engaging us for broader services, with the Skills Services as an additional piece of work. In that scenario, they supplement the main Agreement.
1.5 If used standalone, these Skills Terms govern in full.
1.6 If used as a schedule to an Appointment Letter, then in the event of conflict or inconsistency, the Appointment Letter shall prevail except where these Skills Terms explicitly state otherwise.
1.7 Whether standalone or as a schedule, individual Training engagements are documented in a SOW or Booking Form. A Booking Confirmation is then issued to finalise details (dates, fees, Delegates). These Skills Terms apply to each Booking Form, SOW and Booking Confirmation referencing them.
1.8 If you are receiving only the Skills Services, no other terms (e.g., from an unrelated Appointment Letter) shall apply, unless we specifically incorporate them. Conversely, if you have a broader contract with us, these Skills Terms fill in training-specific obligations (like cancellations, environment readiness) but do not override general project terms unless otherwise stated.
1.9 The Skills Services may include software training, IT skill enhancement, or any other form of instructive sessions. They can be delivered onsite, remotely, or via blended/hybrid formats, as specified in a SOW or Booking Confirmation.
2.1 Unless otherwise defined in the Agreement, the following terms have the meanings given below:
“Appetite for Business IP” means our pre-existing Intellectual Property that predates these Skills Terms
and/ or a SOW (and any changes or adaptations to it we make whilst providing any of the Skills Services);
“Appointment Letter” means the overarching document outlining general terms or referencing these
Skills Terms, including any definitions or precedence rules.
“Background IP” means all Intellectual Property owned or controlled by us prior to or outside the scope of
the Skills Services.
“Bespoke Content” means any customised or tailor-made content (including slides, materials, code samples, exercises, or other deliverables) that we develop, modify, or adapts specifically to meet the Customer’s unique requirements, beyond our standard or off-the-shelf training materials.
“Booking Confirmation” means our written acknowledgment (sent via email or other agreed method) that formally confirms the Training schedule, venue (if applicable), fees, number of Delegates, and any special conditions outlined in the SOW or Booking Form.
“Booking Form” means a document or form (which may be titled “Booking Form,” “Training Request Form,” or similar), containing the proposed dates, location, Delegate numbers, scope of the Training, and any other relevant details needed by us to prepare and schedule the Skills Services.
“Course Materials” means any slides, handouts, exercises, code snippets, or documentation provided by us during the Skills Services.
“Delegates” means individuals (employees, contractors, delegates) authorised by the Customer to attend the Skills Services.
“Deliverables” refers to any final or interim outputs identified in the Booking Form, SOW or Booking Confirmation (if any), excluding Background IP, but including Bespoke Content, if documented and agreed between the parties.
“Force Majeure Event” any cause affecting, preventing or hindering the performance by a party of its obligations under this Agreement arising from acts, events, omissions or non- events beyond its reasonable control, including, without limitation, acts of God, riots, war, acts of terrorism, fire, flood, storm or earthquake and any disaster, but excluding any industrial dispute relating to you, your personnel or any other failure in your supply chain.
“Foreground IP” means any Intellectual Property first conceived or developed by us (or jointly, as agreed) during the performance of the Skills Services, including the Bespoke Content, but excluding Appetite for
Business IP.
“Intellectual Property” or “IP” means patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off,
rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
“SOW” means a Statement of Work, or similar that references these Skills Terms, specifying scope, fees, timeline, and special conditions.
“Skills Services” or “Training” means any training, workshop, or instructive session(s) provided by or on behalf of us.
“Trainer” the individual delivering the Training or other services described in the Booking Confirmation.
2.2 Clause headings are for reference only.
2.3 Words in the singular include the plural and vice versa.
2.4 Statutory references include later amendments.
2.5 “Writing” includes email unless otherwise noted.
3.1 Booking Process.
3.1.1 Both parties initiate the Training engagement by completing and submitting either a Booking Form or signing a SOW.
3.1.2 After receiving the signed Booking Form or SOW, we will send a written Booking Confirmation (via email or other agreed method). This confirmation reiterates the final schedule, venue (if on-site), and fee details.
3.1.3 The Skills Services are considered booked once we issue this Booking Confirmation, subject to any prepayment or deposit requirements specified in the Terms or the SOW.
3.2 Any changes (e.g., to Delegate numbers, dates, or venue) requested after the Booking Confirmation has been issued must be agreed by both Parties in writing and may be subject to revised fees or rescheduling, as set out in these Skills Terms.
3.3 Any cancellation or rescheduling after the Booking Confirmation is subject to the relevant cancellation fees and timelines set out in Clause 9.
3.4 We reserve the right not to proceed with the Skills Services if: (a) the Booking Form or SOW is not properly executed; or (b) no Booking Confirmation is issued due to missing information, payment requirements, or other prerequisites not being met.
3.5 Changes to a Booking. Any variation to the schedule, scope, or Delegate numbers must be agreed in writing. We may re-quote if these changes materially affect the scope or environment.
3.6 Order of Precedence:
3.6.1 In the event of any inconsistency between the Booking Form, SOW, Booking Confirmation and these Skills Terms, the Skills Terms takes precedence only for that specific Training arrangement, unless explicitly stated otherwise.
3.6.2 If the Booking Form, SOW, Booking Confirmation or these Skills Terms conflict with the Appointment Letter, the Appointment Letter prevails (unless expressly stated otherwise).
4.1 Services Description. We shall deliver the Skills Services described in the SOW or Booking Confirmation.
Typical formats include lectures, training, hands-on labs, group discussions, or coaching. We may adapt content or methodology mid-delivery if it believes it will better serve the Delegates.
4.2 Multi-Session Packages. If the Skills Services span multiple sessions/days, each session is considered discrete. Clause 9 covers cancellations, rescheduling, or partial usage of multi-day programs.
4.3 Homework & Assignments. If the SOW, Booking Confirmation or Course Materials mention “homework,” “pre-work,” or similar tasks, the Customer shall ensure Delegates complete them in a timely manner.
Failure to do so may reduce effectiveness of subsequent sessions and does not entitle the Customer to fee reductions or additional free sessions.
4.4 Third-Party Tools. If the training involves or depends on external platforms (e.g., Microsoft 365), we are not responsible for outages, feature changes, or licence compliance for those platforms. We will use reasonable efforts to adjust if third-party updates disrupt planned training.
4.5 No Guarantee of Specific Results. While we will exercise reasonable skill and care, no promise is made that Delegates will achieve any particular proficiency level, certification, or business outcome. Furthermore, we do not guarantee that Delegates will master all software features, pass exams, or achieve a specific performance metric.
4.6 Follow-Up Support:
4.6.1 We do not offer any ongoing or follow-up support in connection with the Training delivered (e.g., additional Q&A, help desk, post-course refreshers) are not included unless explicitly agreed in writing.
4.6.2 If you require further assistance, such as extra coaching, email Q&A, or user support after the training, it will be treated as a separate and chargeable service (e.g., a new SOW or a separate support agreement). We will provide a quote or rates upon request.
4.7 Customised Content:
4.7.1 At the Customer’s request, we may tailor or customise the standard course content (e.g., adding specific software modules, business scenarios, or advanced topics).
4.7.2 Any such customisation is subject to additional fees, which we will quote or confirm in writing in the SOW or Booking Confirmation before proceeding.
4.7.3 The Customer acknowledges that custom development or re-engineering of training materials may impact the timeline, scope, and total cost and is subject to the terms and conditions set out in these Skills Terms.
5.1 Accurate Information. The Customer warrants that any details provided (e.g., Delegate count, venue readiness, special needs) are accurate. Substantial changes must be communicated promptly.
5.2 Premises & Environment. If onsite at the Customer’s Premises:
5.2.1 the Customer shall ensure a suitable training room, safe and in compliance with health and safety regulations, with required equipment (PCs, projectors, internet, etc.); and
5.2.2 our Trainers typically arrive 60–90 minutes before the first session to set up. If the environment is unready or unsafe, we may postpone or treat it as a Customer-caused Delay.
5.3 Software Licensing. If the training requires the Customer’s licensed software or cloud environment, the
Customer confirms it has the rights to allow our trainers/consultants to access and use it.
5.4 Prohibited Recording. Delegates are not allowed to audio-record, video-record, or photograph training sessions or materials without our prior written consent. Screen capturing or online meeting recording is also disallowed unless explicitly agreed.
5.5 Cooperation. Timely scheduling and resource provision by the Customer is critical. Delays or last-minute changes may result in rescheduling fees, partial forfeiture of sessions, or extra charges for our lost time, costs, expenses, losses or overheads.
5.6 Compliance & Security. The Customer shall ensure compliance with all applicable laws/regulations at the training venue. Trainers must be given appropriate site access instructions in advance. We reserve the right to refuse or remove any Delegate who poses a security or conduct risk.
5.7 Delegate Suitability & Conduct:
5.7.1 The Customer is responsible for:
5.7.1.1 ensuring that Delegates are appropriately briefed and engaged; if they are unwilling, unprepared, or lack basic prerequisites, we make no guarantee of effective learning outcomes;
5.7.1.2 selecting Delegates who have the necessary prerequisite knowledge and/or experience to benefit from the Training; and
5.7.1.3 selecting Delegates who meet the Training prerequisites (technical, language, or certification requirements).
5.7.2 If the SOW or Booking Form states certain skill-level requirements (e.g., prior completion of a beginners course), the Customer must ensure Delegates meet those criteria.
5.7.3 We may refuse to train or may end a session early for Delegates who significantly disrupt or undermine the session (e.g., lacking essential prerequisites or showing unwillingness to participate), without any obligation to refund or reschedule that portion of the Training.
5.7.4 Liability & Outcomes.
5.7.5 We shall not be liable for shortfalls in learning outcomes or delayed timelines if the Customer’s customisation requests or unsuitably skilled/unengaged Delegates negatively affect the delivery or continuity of the Skills Services.
5.7.6 Any disclaimers in these Skills Terms relating to homework, qualifications, environment readiness, or Delegate conduct, or otherwise still apply to customised courses.
6.1 Background IP. Appetite for Business retains ownership of the Appetite for Business IP. Nothing in these Skills Terms transfers ownership unless explicitly stated in the SOW or Booking Confirmation.
6.2 Foreground IP. Any Foreground IP created by us specifically in delivering the Skills Services (e.g., custom code samples, scenario solutions) belongs to us unless agreed otherwise in writing. The Customer receives a non-exclusive license for internal use of the Foreground IP, as part of and in order to receive the Training.
6.3 Course Materials.
6.3.1 Subject to full fee payment, we grant the Customer a non-exclusive, non-transferable licence for Delegates to use the Course Materials internally for reference in line with the training objectives.
6.3.2 The Customer shall not reproduce, distribute, sub-license, or commercialise these materials externally without written consent.
6.4 Restrictions. The Customer must not reverse-engineer, decompile, or disassemble any software or code examples provided by us, except as allowed by mandatory law.
6.5 Ideas & Suggestions. If Delegates suggest improvements to our Training methods or materials, we may freely use or incorporate them without additional obligation.
6.6 Retention of Rights. All Intellectual Property rights (including copyrights) in the Bespoke Content remain exclusively with us, unless the Parties explicitly agree to transfer ownership as a special term in the SOW or Booking Confirmation.
6.7 Licence for Internal Use. Subject to full payment of any customisation fees, we grant the Customer a non-exclusive, non-transferable, royalty-free licence to use the Bespoke Content internally for the purpose(s) stated in the SOW or Booking Confirmation. The Customer shall not sublicense, distribute, or otherwise make the Bespoke Content available to third parties without our prior written consent.
6.8 No Implied Assignment. The parties acknowledge that no assignment or transfer of ownership in the Bespoke Content is implied simply by virtue of the customisation request or the Customer’s payment of customisation fees. Any assignment must be specifically documented in writing.
7.1 Fees. The relevant fees (fixed, daily, per-Delegate, or otherwise) are set out in the SOW or Booking Confirmation. Unless stated otherwise, fees exclude VAT or similar taxes.
7.2 Full Upfront Payment. Unless otherwise specified in the SOW or Booking Confirmation, the total training fee is payable in full at least 7 days prior to the first scheduled session. If payment is not received, we may cancel or withhold training.
7.3 Additional Costs. If the Customer requests extra sessions, custom content, or if environment changes increase the scope, we may charge at its standard rates or as stated in the SOW or Booking Confirmation.
Reasonable travel and lodging costs for onsite training may be invoiced separately.
7.4 Late Payment. If the Customer fails to pay by the due date:
7.4.1 we may charge interest under the Late Payment of Commercial Debts (Interest) Act 1998;
7.4.2 suspend remaining sessions; and/or
7.4.3 retain any deposit or partial payments without delivering future sessions.
7.5 No Set-off. The Customer shall pay all invoices in full without set-off, counterclaim, or deduction.
8.1 Premises Suitability. Where training takes place at the Customer’s premises (or a venue arranged by the Customer), the Customer must ensure:
8.1.1 that a suitably sized and safe training room is available;
8.1.2 adequate equipment (PCs, whiteboards, projectors, seating, etc.);
8.1.3 sufficient power, lighting, ventilation; and
8.1.4 compliance with local laws.
8.2 Arrival & Setup. Trainers typically require 60 – 90 minutes access before the start on Day 1 to set up. The Customer must allow secure storage of equipment (if left overnight).
8.3 Delegate Safety. You shall inform us of any known hazards. If the environment is deemed unsafe, we may postpone or relocate at the Customer’s cost, or terminate the session without liability.
8.4 Refreshments. Unless stated otherwise, the Customer is responsible for providing refreshments and meals for Delegates and trainers (if relevant).
9.1 Single-Session Cancellation by Customer
9.1.1 More than 28 days’ notice: No cancellation fee (non-refundable deposits are retained).
9.1.2 15–28 days’ notice: we may charge 50% of the relevant session fee.
9.1.3 14 days or fewer: we will charge 100% of the relevant session fee.
9.2 Multi-Session Cancellation by Customer
9.2.1 If a multi-session program is cancelled partway, we charge (a) full fees for all completed sessions plus
(b) 50% of the fees for any remaining uncompleted sessions, unless otherwise agreed in writing.
9.3 Rescheduling (by Customer)
9.3.1 You may request a reschedule with at least 14 days’ notice, subject to Trainer availability.
9.3.2 If less than 14 days remain before the session, we may treat it as a cancellation under Clause 9.1 and charge accordingly, plus rebooking fees if the Customer still wants the training on another date.
9.4 No-Shows & Partial Attendance
9.4.1 We provide no refunds or re-runs for Delegates who fail to attend or leave early.
9.4.2 We are not obligated to provide remedial instruction for missed pre-work or no-shows without additional fees.
9.5 Digital Champions Programmes
9.5.1 The Client agrees to commit to the Digital Champion Training Programme for a minimum period of twelve (12) months from the agreed start date. This Programme includes access to training resources, coaching, and ongoing support as outlined in the Programme schedule.
9.5.2 By enrolling in the Programme, the Client acknowledges that the full cost is due and payable upon commencement, regardless of actual usage or participation. In the event that the Client chooses to cancel, withdraw, or otherwise discontinue participation at any point during the twelve-month term, no refunds will be issued, and the Client shall remain liable for the full Programme fee.
9.5.3 No part of the fee is transferable or refundable under any circumstances, except where required by law.
9.6 Cancellation by Us
9.6.1 We may cancel or postpone sessions for reasons such as trainer illness, a Force Majeure Event, or the Customer’s breach (e.g., non-payment).
9.6.2 We will endeavor to offer alternative dates. If no alternative can be agreed, it shall refund any prepaid fees for undelivered sessions. No further liability is accepted.
9.7 Refunds. Except as stated in Clauses 9.1 – 9.5 no other refunds apply.
10.1 Confidential Information. Each party shall keep confidential any proprietary or confidential information obtained from the other party in relation to the Skills Services, and not disclose it unless necessary to perform the Skills Services or required by law. This obligation survives termination.
10.2 Publicity & Marketing.
10.2.1 We may mention the Customer’s name and factual description (e.g. “Provided software training to
[Customer Name]”) in marketing unless the Customer objects in writing.
10.2.2 Detailed case studies or quoting the Customer’s results require the Customer’s prior written consent.
11.1 Compliance. Each party shall comply with applicable data protection legislation (e.g., UK GDPR).
Where we processes personal data on behalf of the Customer, we do so as Processor, following instructions from the Customer (Controller).
11.2 Delegate Data. The Customer is responsible for ensuring it has all legal permissions or consents to share Delegate personal data. We will use such data only for delivering and administering the Skills Services.
11.3 Microsoft 365 & Third-party Environments. If training occurs within the Customer’s cloud tenant or software environment, the Customer remains solely responsible for lawful data handling, configuration, and user permissions. We disclaim liability for data issues resulting from the Customer’s environment or
policies.
12.1 Our Warranty. We warrant that the Skills Services will be delivered with reasonable skill and care
consistent with industry standards. We do not warrant error-free or exhaustive coverage of all software
features, nor success in achieving specific business metrics.
12.2 Customer Warranty. The Customer warrants it has the authority and right to grant us access to relevant data, premises, and software, and that Delegates will comply with these Skills Terms.
12.3 Disclaimer. Except as expressly stated in the Appointment Letter or these Skills Terms, all other warranties, conditions, or representations (express or implied) are excluded to the fullest extent permissible by law.
13.1 No Exclusion. Nothing in these Skills Terms excludes liability for death or personal injury caused by negligence, fraud, or any liability that cannot be excluded by law.
13.2 Liability Cap. Subject to Clause 13.1 and to any liability cap specified in the Appointment Letter, our total aggregate liability (whether in contract, tort, negligence, or otherwise) in any 12-month period is limited to 110% of the total fees actually paid by the Customer for the Skills Services in that period.
13.3 Exclusions. Neither party is liable for indirect, special, or consequential damages, including loss of profits, business, goodwill, or data, even if advised of such possibility. We are not liable for changes or downtime in third-party software (e.g., Microsoft 365).
13.4 Third-party Involvement. We are not liable for acts or omissions of recommended suppliers or external platforms, unless it has assumed direct responsibility for them in writing.
14.1 Termination for Breach. Either party may terminate the Skills Services or relevant SOW if the other party commits a material breach (including failure to pay fees) and does not remedy it within 30 days of receiving written notice detailing the breach.
14.2 Termination for Insolvency. A party may terminate if the other party becomes insolvent, enters liquidation, or has a receiver/administrator appointed.
14.3 Effect of Termination. Upon termination:
14.3.1 The Customer must pay all outstanding invoices for delivered or partially delivered sessions (including any due under cancellation provisions).
14.3.2 If the Customer terminates for convenience, relevant cancellation fees in Clause 9 apply.
14.3.3 Clauses intended to survive (IP, confidentiality, liability) continue in effect.
15.1 Consequences. If a Force Majeure Event delays or prevents performance:
15.1.1 the affected party is not in breach for the duration of the event;
15.1.2 it must notify the other party promptly and use reasonable efforts to mitigate; and
15.1.3 if the event continues for over 60 days, either party may terminate the affected SOW on written notice, with any refunds or final payments settled pro rata for work completed.
16.1 Restriction. The Customer shall not, during the Agreement and for 12 months after, directly or indirectly solicit or employ any of our trainers or key staff involved in delivering the Skills Services, without our prior written consent.
16.2 Liquidated Damages. If the Customer breaches Clause 16.1, it shall pay us 150% of the individual’s total annual compensation, acknowledged as a genuine pre-estimate of our losses.
17.1 Entire Agreement. These Skills Terms, together with the Appointment Letter (where applicable), and any Booking Form, SOW and Booking Confirmation, constitute the entire agreement regarding the Skills
Services. They supersede prior discussions or proposals on the same subject.
17.2 Assignment & Subcontracting. The Customer may not assign or transfer these Skills Terms without our written consent. We may assign or subcontract parts of the work but remain responsible for subcontractors’ performance.
17.3 Third-party Rights. No one other than the Parties has the right to enforce any provision hereunder, unless explicitly stated otherwise.
17.4 Severability. If any part of these Skills Terms is deemed unenforceable by a competent court, the rest remains valid.
17.5 No Waiver. Failure or delay by either party to enforce a provision does not waive that provision or any future enforcement.
17.6 Notices. Notices must be in writing and served to the registered office address of each party. Email notices are valid if sent to the valid email address of the intended recipient.
17.7 Relationship of Parties. Nothing herein creates a partnership, joint venture, or agency relationship.
18.1 This Agreement is made and shall be construed in accordance with the laws of Scotland and the
parties submit to the exclusive jurisdiction of the courts of Scotland