North Star ND LTD
Terms of Business, Delivery and Services
The following Terms of Business apply to customers purchasing products or services from North Star ND LTD.
1. Interpretation
1.1 Definitions
The following definitions apply in these Terms of Business:
Business Day means a day, other than a Saturday, Sunday or public holiday in Scotland, when banks in Scotland are open for business.
Contract means the contract between North Star ND LTD and the Customer for the supply of Products, Services, or Products and Services in accordance with these Terms of Business.
Customer means any organisation or person purchasing Products or Services from North Star ND LTD.
Intellectual Property Rights means patents, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use and protect the confidentiality of confidential information (including know-how and trade secrets), and all other intellectual property rights, whether registered or unregistered, including all applications and rights to apply for and be granted, renewals or extensions of such rights, 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.
North Star ND LTD means North Star ND LTD, a company registered in Scotland under company number SC881220, with its registered office at Drumelzier, Service Street, Lennoxtown, G66 7JR.
Products means training materials, workbooks, guides, digital resources, downloadable content, online learning materials, templates, and any other materials supplied in printed, electronic, online, or other form.
Services means education, training, consultancy, coaching, workshops, speaking engagements, webinars, online learning, and any related professional services provided by North Star ND LTD in any format, including face-to-face and online.
Website means any website operated by or on behalf of North Star ND LTD.
1.2 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.3 A reference to a party includes its personal representatives, successors and permitted assigns.
1.4 A reference to legislation or a legislative provision is a reference to it as amended or re-enacted. A reference to legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative provision.
1.5 Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.
1.6 A reference to writing or written includes email.
2. Supply of Products and Services
2.1 North Star ND LTD supplies Products and Services for educational and professional development purposes.
2.2 The Customer is responsible for ensuring that any Products or Services purchased are suitable for their intended use and for checking that any participants, employees, or representatives attending training or using Products meet any stated prerequisites.
2.3 North Star ND LTD may update, amend, withdraw, or replace Products or Services at any time. Pricing and specifications are correct at the time of publication in price lists, proposals, brochures, emails, or on the Website, but may be changed without notice.
2.4 Any samples, descriptive matter, illustrations, website content, brochures, or advertising issued by North Star ND LTD are produced solely to provide an approximate idea of the Products and Services described in them. They shall not form part of the Contract nor have any contractual force.
2.5 North Star ND LTD does not provide medical diagnosis, treatment, prescribing, or regulated clinical advice unless explicitly agreed in writing as part of a separate regulated service. Training and consultancy are provided for educational and informational purposes only.
3. Ordering
3.1 Orders for Products and Services will be processed on the basis that the Customer is purchasing subject to these Terms of Business. These Terms apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice, or course of dealing.
3.2 North Star ND LTD may accept orders by quotation acceptance, purchase order, email, letter of instruction, invoice acceptance, online booking, or Website order.
3.3 The Customer must provide all information reasonably required by North Star ND LTD to fulfil the order, including billing details, delivery details, participant information, and any relevant requirements for delivery of the Services.
3.4 When ordering Products that include digital content, online portals, recorded materials, or software, the Customer accepts that such materials may be subject to separate licence terms or platform terms. The Customer agrees to comply with any such applicable terms.
3.5 The Customer acknowledges that all Products and materials supplied by North Star ND LTD must not be copied, shared, reproduced, adapted, distributed, or resold except where expressly permitted in writing.
4. Delivery and Dispatch of Products
4.1 North Star ND LTD will aim to dispatch physical Products within a reasonable time after receipt of the order and, where applicable, cleared payment. Any dates quoted for delivery are approximate only, and time of delivery is not of the essence.
4.2 The Customer must provide accurate delivery details. North Star ND LTD shall not be liable for delay or non-delivery caused by incorrect information supplied by the Customer.
4.3 Delivery charges for shipping and packaging may apply to physical Products and will be notified to the Customer before or at the time of purchase.
4.4 International shipments may be subject to customs brokerage fees, import duties, taxes, and other charges after the shipment reaches the destination country. Such charges are the responsibility of the recipient. Customs policies vary between countries and the Customer should contact their local customs office for further information.
5. Delivery of Digital Products and Online Services
5.1 Digital Products, course access, downloads, and online resources will normally be delivered electronically to the email address or user account provided by the Customer.
5.2 North Star ND LTD will use reasonable efforts to provide access to online Products and Services within the stated timeframe, but does not guarantee uninterrupted or error-free availability of any online platform.
5.3 The Customer is responsible for ensuring that they have suitable internet access, devices, software, and systems to access online Products and Services.
5.4 Where North Star ND LTD uses third-party platforms to deliver Products or Services, the Customer is responsible for reading and understanding any applicable platform terms and privacy information.
5.5 Login credentials, access links, and course materials supplied for individual use must not be shared unless expressly permitted in writing.
6. Delivery of Training and Services
6.1 Training and Services may be delivered online, in person, or in hybrid format, as agreed with the Customer.
6.2 North Star ND LTD will use reasonable skill and care in delivering all Services.
6.3 The Customer shall cooperate with North Star ND LTD in all matters relating to the Services and shall provide such information, access, facilities, and decisions as are reasonably required to enable North Star ND LTD to perform the Services.
6.4 If the Customer causes delay or disruption to delivery of the Services, North Star ND LTD reserves the right to charge additional reasonable costs incurred as a result.
6.5 North Star ND LTD reserves the right to substitute trainers, consultants, facilitators, or presenters where reasonably necessary.
6.6 North Star ND LTD may reschedule Services where reasonably necessary due to illness, unforeseen circumstances, force majeure, or other matters beyond its reasonable control. In such cases, North Star ND LTD will use reasonable efforts to agree an alternative date.
7. Fees and Payment
7.1 Unless otherwise agreed in writing, all invoices are payable within 15 days of booking and in all cases prior to delivery of the Products or commencement of the Services.
7.2 Where the Customer does not have an agreed credit arrangement, North Star ND LTD may require payment in full before dispatch, delivery, booking confirmation, or commencement of the Services.
7.3 North Star ND LTD may issue a pro-forma invoice on request. Where a pro-forma invoice is issued, payment in full must be received before shipment, booking confirmation, or delivery.
7.4 All amounts payable under the Contract are exclusive of VAT unless expressly stated otherwise. Where VAT is chargeable, the Customer shall pay such VAT at the applicable rate in addition to the fees due.
7.5 If the Customer fails to make payment by the due date, North Star ND LTD may charge interest on the overdue sum from the due date until payment is made in full, whether before or after judgment. Interest shall accrue daily at 4% per annum above the Bank of England base rate, but at 4% per annum for any period when that base rate is below 0%.
7.6 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction, or withholding except as required by law.
7.7 North Star ND LTD reserves the right to suspend delivery of Products or Services, or withhold access to digital materials, where payment is overdue.
8. Cancellations, Returns and Refunds
8.1 North Star ND LTD warrants that on delivery physical Products will be free from material defects in design, material, and workmanship and of satisfactory quality. North Star ND LTD warrants that Services will be performed with reasonable skill and care.
8.2 Claims for damaged, defective, incorrect, or non-delivered Products must be made in writing, quoting the invoice number and order details, within the following timescales:
a) within 3 days of receipt for damage or order discrepancies;
b) within 7 days of dispatch for non-delivery;
c) within 14 days of dispatch for defective Products.
North Star ND LTD’s liability in relation to such claims shall be limited, at its option, to replacement of Products, re-performance of the Services, or refund of the price paid.
8.3 North Star ND LTD will not accept Products for return without prior written notification and approval. The Customer must contact North Star ND LTD within 14 days of dispatch if they wish to request a return.
8.4 Except in the case of defective Products or an error by North Star ND LTD, return shipping costs are the responsibility of the Customer. North Star ND LTD reserves the right to charge a restocking fee of 10% of the value of returned physical Products.
8.5 No refund will be given for non-defective Products returned in a damaged or unsaleable condition.
8.6 Because digital Products and downloadable materials are capable of immediate use, access, copying, or download, refunds are not normally available once access has been granted or the digital Product has been delivered, except where required by law.
8.7 For booked training, workshops, or consultancy sessions, any cancellation terms set out in a quotation, booking form, proposal, or service agreement shall apply. If no separate cancellation terms have been agreed, North Star ND LTD reserves the right to charge:
0% of the fee for cancellations more than 28 days before the delivery date
50% of the fee for cancellations between 14 and 28 days before the delivery date
100% of the fee for cancellations less than 14 days before the delivery date
8.8 Refunds for reasons other than breach of warranty, non-delivery, or legal entitlement are at the discretion of North Star ND LTD. Refund requests will not normally be considered after 60 days.
9. Customer Obligations
9.1 The Customer warrants and undertakes that:
9.1.1 it will ensure that all information provided to North Star ND LTD is accurate and complete;
9.1.2 it will use the Products and Services only for lawful purposes;
9.1.3 it will not reproduce, share, licence, resell, distribute, publish, or otherwise make available any Product or training material to third parties without prior written consent from North Star ND LTD;
9.1.4 it will ensure that participants attending Services behave reasonably and respectfully, and North Star ND LTD reserves the right to remove any participant whose behaviour is disruptive, abusive, or inappropriate, without liability for refund.
9.2 The Customer shall cooperate with North Star ND LTD in all matters relating to the performance of the Services.
10. Intellectual Property and Copyright
10.1 All Products, training materials, presentations, recordings, handouts, templates, resources, and outputs of Services supplied by North Star ND LTD are protected by Intellectual Property Rights.
10.2 The Customer must not copy, reproduce, modify, adapt, store, transmit, distribute, publish, sell, or create derivative works from any Products or outputs of Services in whole or in part except where expressly permitted by law or with the prior written consent of North Star ND LTD.
10.3 All Intellectual Property Rights in the Products and Services, and in all materials arising out of or in connection with them, shall remain vested in North Star ND LTD or its licensors.
10.4 Nothing in these Terms transfers any Intellectual Property Rights to the Customer other than a limited, non-exclusive, non-transferable right to use the Products or Services for their intended purpose.
11. Confidentiality
11.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients, suppliers, materials, or operations of the other party, except as permitted by clause 11.2.
11.2 Each party may disclose the other party’s confidential information:
11.2.1 to its employees, officers, representatives, contractors, subcontractors, or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with the Contract, provided that they are bound by confidentiality obligations; or
11.2.2 as may be required by law, a court of competent jurisdiction, or any governmental or regulatory authority.
11.3 No party shall use the other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.
12. Data Protection
12.1 Each party shall comply with all applicable data protection legislation, including the UK GDPR, the Data Protection Act 2018, and any other applicable privacy laws.
12.2 Where North Star ND LTD processes personal data in the course of providing Products or Services, it shall do so in accordance with its Privacy Policy.
12.3 The Customer is responsible for ensuring that it has all necessary consents and lawful bases for sharing any personal data with North Star ND LTD for the purposes of the Contract.
13. Liability
13.1 References to liability in this clause include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution, or otherwise.
13.2 Nothing in the Contract limits or excludes liability for:
13.2.1 death or personal injury caused by negligence;
13.2.2 fraud or fraudulent misrepresentation; or
13.2.3 any liability that cannot legally be limited or excluded.
13.3 Subject to clause 13.2, North Star ND LTD’s total liability arising out of or in connection with the Products or Services shall not exceed the total price paid by the Customer under the relevant Contract.
13.4 Subject to clause 13.2, North Star ND LTD shall not be liable for:
13.4.1 loss of profits;
13.4.2 loss of sales or business;
13.4.3 loss of agreements or contracts;
13.4.4 loss of anticipated savings;
13.4.5 loss of use or corruption of software, data, or information;
13.4.6 loss of or damage to goodwill; or
13.4.7 any indirect or consequential loss.
13.5 The Customer acknowledges that training and consultancy are intended to support understanding, development, and decision-making, but North Star ND LTD does not guarantee any specific personal, educational, clinical, or commercial outcome.
13.6 This clause shall survive termination of the Contract.
14. General
14.1 Force Majeure: Neither party shall be liable for any delay or failure in performance of its obligations to the extent that such delay or failure results from matters beyond its reasonable control.
14.2 Assignment: North Star ND LTD may at any time assign, subcontract, delegate, or otherwise deal with any or all of its rights and obligations under the Contract. The Customer shall not assign, transfer, subcontract, delegate, or otherwise deal with any of its rights or obligations under the Contract without the prior written consent of North Star ND LTD.
14.3 Severance: If any provision or part-provision of the Contract is or becomes invalid, illegal, or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the remainder of the Contract.
14.4 Waiver: A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
14.5 No Partnership or Agency: Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other party.
14.6 Entire Agreement: The Contract constitutes the entire agreement between the parties. Each party acknowledges that it has not relied on any statement, representation, assurance, or warranty that is not set out in the Contract.
14.7 Third Party Rights: The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
14.8 Variation: No variation to these Terms of Business shall be effective unless in writing and signed by a director of North Star ND LTD or an authorised signatory.
14.9 Governing Law: The Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of Scotland.
14.10 Jurisdiction: Each party irrevocably agrees that the courts of Scotland shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Contract or its subject matter or formation.