Terms & Conditions

version January 2013

YOUR ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF CONDITION 10 AND YOUR RIGHT TO CANCEL THE AGREEMENT UNDER THE PROVISIONS OF CONDITION 7 AND CONDITION 12.

  1. INTERPRETATION
    1. The definitions and rules of interpretation in this Condition apply in these terms and conditions (Conditions).
      Agreement: these Conditions including any document or schedule referred to in it and the Dore Programme Agreement.In the event of any conflict between these Conditions and any terms set out in the Dore Programme Agreement (or any other document) these Conditions will prevail.
      Commencement Date: the date of the initial assessment.
      Deliverables: all Documents, products and materials developed by Us or Our agents, subcontractors, consultants and employees in relation to the Services in any form, including computer programs, data, reports and specifications (including drafts).
      Document: includes, without limitation, in addition to any document in writing, any drawing, map, plan, diagram, design, picture or other image, tape, disk or other device or record embodying information in any form.
      Dore Programme Agreement: the Agreement which You sign on the date of Your initial assessment and which contains Your details and Your chosen method of payment
      Final Assessment Date: the date of the final assessment, such date to be agreed between You and Us but for the avoidance of doubt is estimated by Us to be approximately 15 months after the Commencement Date, although this is an estimate only and cannot be guaranteed.
      Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
      ‘Our’, ‘We’ or ‘Us’: Dynevor C.I.C, a company incorporated and registered in England and Wales with company number 6727662, whose registered office is at 10 Park Plaza, Battlefield Enterprise Park, Shrewsbury SY1 3AF.
      Our Equipment: any equipment, including tools, systems, cabling or facilities, provided by Us or Our subcontractors and used directly or indirectly in the supply of the Services.
      Pre-existing Materials: all Documents, information and materials provided by Us relating to the Services which existed prior to the commencement of the Agreement including computer programs, data, reports and specifications.
      Services: the services to be provided by Us under the Agreement as set out in Schedule 1, together with any other services which We provide, or agree to provide, to You.
      ‘You’ and ‘Yours’: The person identified in the Dore Programme Agreement who has purchased services from us, together with the recipient of the Services if You are not the recipient, because, for example, the recipient is a person under 16 years of age.
      Your Equipment: any equipment, systems or cabling provided by You and used directly or indirectly in the supply of the Services.
      VAT: value added tax chargeable under English law for the time being and any similar additional tax.
    2. Headings in these conditions shall not affect their interpretation.
    3. A person includes a natural person, corporate or unincorporated body.
    4. A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.
    5. A reference to writing or written includes faxes but not e-mail
    6. Any obligation in the Agreement on a person not to do something includes, without limitation, an obligation not to agree, allow, permit or acquiesce in that thing being done
    7. References to Conditions and schedules are to the Conditions and schedules of the Agreement
  2. APPLICATION OF CONDITIONS
    1. These Conditions shall:
      1. Apply to and be incorporated into the Agreement; and
      2. Prevail over any inconsistent terms or conditions contained, or referred to, in any purchase order, confirmation of order, acceptance of a quotation, or specification or other Document supplied by either of Us, or implied by law, trade custom, practice or course of dealing.
    2. Your Signing of the Dore Programme Agreement constitutes an offer by You to purchase the Services specified in it and Schedule 1 on these Conditions. Any offer by You is only accepted when We issue a signed acknowledgement; or (if earlier) when We start to provide the Services, when a contract for the supply and purchase of the Services on these Conditions will be established.
    3. We give quotations on the basis that no Agreement shall come into existence except in accordance with condition 2.2. Any quotation is valid for a period of 30 days from its date, provided that We have not previously withdrawn it.
  3. COMMENCEMENT AND DURATION
    1. The Services supplied under the Agreement shall be provided by Us to You from the Commencement Date.
    2. Subject to condition 12, the Services supplied under the Agreement shall continue to be supplied until the earlier of the Final Assessment Date or 18 months from the Commencement Date, unless otherwise agreed by Us with reference to exercise completion compliance and attendance at assessments pursuant to Condition 5 below.
  4. OUR OBLIGATIONS
    1. We will use reasonable care and skill in the provision of the Services and use reasonable endeavours to provide the Services, and to deliver the Deliverables to You, in accordance in all material respects with Schedule 1.
    2. We will use reasonable endeavours to meet any performance dates specified in Schedule 1, but any such dates are estimates only.
  5. YOUR OBLIGATIONS
    1. You shall:
      1. co-operate with Us in all matters relating to the Services;
      2. provide Us, Our agents, subcontractors, consultants and employees, in a timely manner and at no charge, with access to data, materials and information as reasonably required by Us and ensure that it is accurate in all material respects;
      3. not allow any other person to make use of or copy any of the Deliverables or any part of the Services;
      4. be responsible for ensuring that You (or the recipient) are mentally, physically and emotionally capable of carrying out the exercises without incurring or causing any harm;
      5. ensure that persons aged 16 and under are supervised at all times when undertaking exercises related to the Services;
      6. comply with any instructions given by Us in relation to the number and type of exercises to be completed as part of the Services; and
      7. ensure attendance at all and any assessments with Us.
      8. ensure Our Equipment is only used directly in carrying out the exercises related to the Services
    2. If Our performance of Our obligations under the Agreement is prevented or delayed by any act or omission by You, We will not be liable for any costs, charges or losses sustained or incurred by You arising directly or indirectly from such prevention or delay.
  6. CHARGES AND PAYMENT
    1. In consideration of the provision of the Services by Us, You will pay the charges as set out in Schedule 3.
    2. The charges are inclusive of VAT where applicable, unless otherwise indicated.
    3. The charges shall be paid to Us at the times set out in Part 2 of Schedule 3, Our bank details are set out in the Dore Programme Agreement.
    4. Without prejudice to any other right or remedy that We may have, if You don’t pay Us on the due date, We may:
      1. charge interest on the outstanding amount from the date the payment was due at the annual rate of 2% above the base lending rate from time to time of LloydsTSB Bank plc, accruing on a daily basis and payable immediately on demand. We may claim interest under the Late Payment of Commercial Debts (Interest) Act 1998;
      2. suspend all Services until payment has been made in full; or
      3. terminate the Agreement under Condition 12.1(a).
    5. All sums payable to Us under the Agreement including interest shall become due immediately on termination, despite any other provision.
  7. YOUR RIGHT TO CANCEL
    1. If you have entered into this Agreement other than at a face to face meeting with Us (for example over the telephone, by email or through the website) then you have the right to cancel the Agreement within seven Working Days after the day you entered into the agreement. After this date you may be able to cancel the Agreement in the circumstances set out in condition 12.
    2. If you have any complaints about the Services or you wish to cancel the Agreement you should notify us in writing at the following address:
      Dynevor C.I.C
      Number Seven
      Clarendon Place
      Royal Leamington Spa
      CV32 5QL
  8. INTELLECTUAL PROPERTY RIGHTS
    1. All Intellectual Property Rights and all other rights in the Services, Deliverables and the Pre-existing Materials shall be owned by Us. Subject to Condition 8.2, We license all such rights to You free of charge and on a non-exclusive, worldwide basis to such extent as is necessary to enable You to make reasonable use of the Deliverables and the Services. On termination or expiry of the Agreement, such licence shall automatically terminate.
    2. You acknowledge that, where We do not own any Pre-existing Materials, Your use of rights in Pre-existing Materials is conditional on Us obtaining a written licence (or sub-licence) from the relevant licensor or licensors on such terms as will entitle Us to license such rights to You.
  9. CONFIDENTIALITY AND OUR PROPERTY
    1. You will keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to You by Us for Our employees, agents, consultants or subcontractors and any other confidential information concerning Our business or Our products which You may obtain.
    2. All materials, equipment and tools, drawings, specifications and data supplied by Us to You (including Pre-existing Materials and Our Equipment) shall, at all times, be and remain the exclusive property of Us, but shall be kept safely by You at Your own risk and maintained and kept in good condition by You until returned to Us, and shall not be disposed of or used other than in accordance with Our written instructions or authorisation.
  10. LIMITATION OF LIABILITY – YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CONDITION
    1. This Condition 10 sets out the entire financial liability of Us (including any liability for the acts or omissions of Our employees, agents, consultants, and subcontractors) to You in respect of:
      1. any breach of the Agreement;
      2. any use made by You of the Services, the Deliverables or any part of them; and
      3. any representation, statement or tortious act or omission (including negligence) arising under or in connection with the Agreement.
    2. No warranty is given as to the guaranteed success of the Services and you acknowledge that the success rate will vary from person to person.
    3. Nothing in these Conditions limits or excludes Our liability:
      1. for death or personal injury resulting from negligence; or
      2. for any damage or liability incurred by You as a result of fraud or fraudulent misrepresentation by Us;
      3. for any liability incurred by You as a result of any breach by Us of the condition as to title or the warranty as to quiet possession implied by section 2 of the Supply of Goods and Services Act 1982; or
      4. for an act or omission for which it would be illegal for Us to exclude or attempt to exclude liability.
    4. Subject to condition 10.2
      1. We will not be liable for:
        1. losses that were not foreseeable to You or Us when the contract was formed;
        2. losses that were not caused by any breach on Our part;
        3. business losses and/or losses to non-consumers or other indirect losses which happen as a side effect of the main loss or damage and which are not foreseeable by You and Us (such as loss of profits or loss of opportunity);
        4. losses where there is no breach of a legal duty of care owed to You by Us or Our agents or employees.
      2. Our total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance, or contemplated performance, of the Agreement shall be limited to the price paid for the Services;
      3. if either You or We are in breach of the arrangement under this Agreement, neither of us will be responsible for any losses that the other suffers as a result, except those losses which are a foreseeable consequence of the breach.
  11. DATA PROTECTION
    1. We will comply with Our obligations under the Data Protection Act 1998.
    2. You acknowledge and agree that:
      1. We can access and use data collected in conjunction with feedback received from the MyDore system to determine the Deliverables provided;
      2. Information about You is stored by Us for the purposes of monitoring the progress of Your treatment.  Such information includes personal data relating to Your health/education record and brief details of Your family unit.  We have taken measures to keep such information secure and such information will not be disclosed to third parties other than those professionals engaged by Us to be directly involved in the Services;
      3. the nature of Our business requires research and the publication of that research may include information about You, in any such publication Your details will be anonymised and aggregated with similar information about others so that it is not possible to identify You or any individual without consent;
      4. details of Your name, address and payment record may be submitted to a credit reference agency, and personal data will be processed by and on behalf of Us in connection with the Services.
  12. TERMINATION
    1. Without prejudice to any other rights or remedies which You or Us may have, either party may terminate the Agreement without liability to the other immediately on giving notice to the other if:
      1. the other party fails to pay any amount due under the Agreement on the due date for payment and remains in default not less than seven days after being notified in writing to make such payment; or
      2. the other party commits a material breach of any of the terms of the Agreement and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach; or
      3. the other party repeatedly breaches any of the terms of the Agreement in a way that would reasonably lead the other to think that the conduct is inconsistent with it having the intention or ability to give effect to the terms of the Agreement; or
      4. the other party becomes insolvent, bankrupt, enters into liquidation, enters into or commences negotiations to enter into a voluntary arrangement, appoints a receiver or a similar event in any jurisdiction or suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a natural person) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986.
    2. Without prejudice to any other rights or remedies which the parties may have, You may terminate the Agreement on giving Us not less than 1 months written notice (for the avoidance of doubt this will include when a variation is made in accordance with Condition 14).
    3. Without prejudice to any other rights or remedies which the parties may have, We may terminate the Agreement immediately if in Our reasonable opinion the Services will be of no further benefit to You subject to the return of any advance payments in accordance with Condition 12.4(b).
    4. On termination of the Agreement for any reason:
      1. You shall immediately pay to Us all of Our outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, We may submit an invoice, which shall be payable immediately on receipt;
      2. We shall repay to You any payments made in advance for Services that have not been supplied at the date of termination in accordance with Schedule 3; and
      3. the accrued rights and liabilities of the parties as at termination and the continuation of any provision expressly stated to survive or implicitly surviving termination, shall not be affected.
    5. On termination of the Agreement (however arising), the following Conditions shall survive and continue in full force and effect: Conditions 7, 8, 9, 10, 11, 12 and 22.
  13. FORCE MAJEURE
    We shall have no liability to You under the Agreement if We are prevented from, or delayed in performing, Our obligations under the Agreement or from carrying on Our business by acts, events, omissions or accidents beyond Our reasonable control, including (without limitation) strikes, lock-outs or other industrial disputes (whether involving the workforce of Us or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
  14. VARIATION
    1. We may, from time to time and without notice, change the Services in order to comply with any applicable safety or statutory requirements, provided that such changes do not materially affect the nature, scope of, or the charges for the Services. If We request a change to the scope of the Services for any other reason, You shall not unreasonably withhold or delay consent to it.  If you do not agree with a change You can terminate the Agreement under Condition 12.2.
    2. Subject to Condition 14.1, no variation of the Agreement or these Conditions shall be valid unless it is in writing and signed by or on behalf of each of the parties.
  15. WAIVER
    1. A waiver of any right under the Agreement is only effective if it is in writing and it applies only to the circumstances for which it is given. No failure or delay by a party in exercising any right or remedy under the Agreement or by law shall constitute a waiver of that (or any other) right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that (or any other) right or remedy.
    2. Unless specifically provided otherwise, rights arising under the Agreement are cumulative and do not exclude rights provided by law.
  16. SEVERANCE
    1. If any provision of the Agreement (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed not to form part of the Agreement, and the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.  The validity and enforceability of the other provisions of the Agreement shall not be affected.
  17. ENTIRE AGREEMENT
    1. The Agreement constitutes the whole agreement between the parties and supersedes all previous agreements between the parties relating to its subject matter.
    2. Each party acknowledges that, in entering into the Agreement, it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) (other than for breach of contract).
    3. Nothing in this Condition shall limit or exclude any liability for fraud.
  18. ASSIGNMENT
    1. You shall not, without Our prior written consent assign, transfer, charge, mortgage, subcontract, or deal in any other manner with all or any of Your rights or obligations under the Agreement.
    2. We may at any time assign, transfer, charge, mortgage, subcontract or deal in any other manner with all or any of Our rights under the Agreement and may subcontract or delegate in any manner any or all of Our obligations under the Agreement to any third party or agent.
    3. Each party that has rights under the Agreement is acting on its own behalf and not for the benefit of another person.
  19. NO PARTNERSHIP OR AGENCY
    1. Nothing in the Agreement is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between You and Us, nor constitute any party the agent of another party for any purpose. Neither of Us shall have authority to act as agent for, or to bind, the other in any way.
  20. RIGHTS OF THIRD PARTIES
    1. A person who is not a party to the Agreement shall not have any rights under or in connection with it.
  21. NOTICES
    1. Any notice or other communication required to be given under the Agreement shall be in writing and shall be delivered personally, or sent by pre-paid first-class post, recorded delivery or by commercial courier to the other party and for the attention of the person specified in Schedule 2, or as otherwise specified by the relevant party by notice in writing to the other party.
    2. Any notice or other communication shall be deemed to have been duly received if delivered personally, when left at the address and for the contact referred to in Schedule 2 or, if sent by pre-paid first-class post or recorded delivery, at 9.00 am on the second Business Day after posting, or if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed.
    3. This condition 21 shall not apply to the service of any proceedings or other documents in any legal action.
  22. GOVERNING LAW & JURISDICTION
    1. The Agreement, and any dispute or claim arising out of or in connection with it or its subject matter, shall be governed by, and construed in accordance with, the law of England and Wales.
    2. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of, or in connection with, the Agreement or its subject matter.

Schedule 1 Services

Description of the Services

The aim of the provision of the Services is to improve cerebellar efficiency which in Our view is the likely cause of many learning difficulties. The Services use exercises to stimulate the cerebellum. It should be noted that the relevant success of the Services supplied will vary from person to person and there is no absolute guarantee of success.

The Services include:

  • Initial assessment incorporating:
    • Medical assessment with a qualified practitioner
    • Assessment with a Programme Coach who will test for cerebellar efficiency using Our Equipment
    • Dyslexia screening test
    • Behavioural assessment
    • MyDore induction
    • Initial report
  • Three progress assessments (excluding Modular and Online Programmes) incorporating:
    • Assessment with a Programme Coach who will test for cerebellar efficiency improvement using Our Equipment
    • Exercise observation and advice
    • Progress review
    • Face-to face query resolution
  • Final Assessment (excluding Modular and Online Programmes) incorporating:
    • Assessment with a Programme Coach who will test for cerebellar efficiency using Our Equipment
    • Dyslexia screening test
    • Final report
  • Access to MyDore internet site which prescribes and demonstrates individually tailored daily exercises to be undertaken by You as well as delivering key on-line assessment tools. We will use reasonable endeavours to ensure MyDore is available 24 hours a day, 7 days a week, but We cannot guarantee this and the internet site may also sometimes be made unavailable for routine maintenance. We will try to ensure that such unavailability is notified to You through notices on the MyDore internet site.
  • Exercise equipment necessary to undertake the daily exercises.
  • Access to a client care team from 9am to 5pm Monday to Friday. The team’s contact details can be found on the MyDore internet site

The Assessments will be undertaken at Our address set out in Schedule 2 or such other location as agreed between You and Us. We reserve the right to change the location of the centre that You normally attend but We will give You prior notice if this is required.

Schedule 2 Notice

Addresses for delivery of a notice:

Dynevor C.I.C: Dore, Number Seven, Clarendon Place, Royal Leamington Spa, CV32 5QL: marked for the attention of The Finance Director

You/the Client: The name and address as entered on the Dore Programme Agreement

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