Terms of Business

All services provided by ProfitAbility Business Simulations Limited (“PBS”) to a client are governed by these terms of business. Signing and returning a Booking Confirmation (as defined below) will be deemed to constitute acceptance by the client of these terms of business. A signed Booking Confirmation together with these terms of business will constitute the full agreement between PBS and the client in relation to the training programme specified in the Booking Confirmation (the “Agreement”). These terms of business apply to the exclusion of any other terms and conditions including any which the client purports to apply under any purchase order. No changes to these terms of business shall be valid unless agreed in writing signed by a duly authorised representative of PBS.

1. DEFINITIONS

1.1 In addition to the terms defined in the paragraph above, the following capitalised terms used in these terms of business shall have the following meanings:

1.1.1 Booking Confirmation means a PBS booking form, statement of work issued by PBS to the Client or a purchase order issued by the Client to PBS, as applicable;

1.1.2 Client means the entity whose details are included on the Booking Confirmation;

1.1.3 Effective Date means the date on which the Booking Confirmation is signed on behalf of both Parties;

1.1.4 Fees means the fees for the Services set out in the Booking Confirmation;

1.1.5 Intellectual Property Rights means: (a) patents and patent applications, divisionals, continuations, continuations in part, extensions, reissues, re-examinations, and any supplementary protection certificates and/or similar rights, rights in inventions, registered designs, utility models, applications and the right to apply for the same; (b) trade marks and service marks (whether registered or unregistered), applications and the right to apply for the same, rights in trade names, business names, brand names, get-up, logos, domain names and URLs; (c) copyrights and related rights, unregistered design rights, publication rights, database rights; (d) rights in know-how, trade secrets, and confidential information; and (e) all other forms of intellectual property rights of a similar or corresponding nature which may exist now or in the future anywhere in the world;

1.1.6 Party means PBS or the Client;

1.1.7 PBS Materials means all materials constituting the Programme (including its format and content) and any other instructions, training materials and/or kits provided in connection with the Services;

1.1.8 Programme means the training programme(s) specified in the Booking Confirmation;

1.1.9 Programme Date means the date(s) for the delivery of the Programme(s) to the Client by a PBS facilitator;

1.1.10 Services means the services set out in the Booking Confirmation, including discovery, design and development work relating to a Programme, the provision of participant licences for a Programme and/or facilitation services for a Programme; and

1.1.11 Term means the period commencing on the Effective Date and ending on the date on which, either: (i) the Services are completed; or (ii) the Agreement is terminated in accordance with Clause 8 of these terms of business.

2. SUPPLY OF SERVICES

2.1 PBS shall provide the Services with reasonable skill and care.

2.2 If the Services include the facilitation of a Programme, the Programme Date for such Programme may be set out in the Booking Confirmation provided that such Programme Date shall not be confirmed until the Effective Date. If no Programme Date is set out in the Booking Confirmation, the Parties shall separately agree the Programme Date(s) in writing (which may include e-mail).

2.3 After the Effective Date, a Programme Date may be postponed by written agreement, provided that:

2.3.1 the Client shall request such postponement by written notice to PBS no later than 62 days before the original Programme Date; and

2.3.2 the new Programme Date shall occur no later than 62 days after the original Programme Date.

2.4 Subject to Clause 2.5, PBS may consider requests to postpone a Programme Date that do not comply with the requirements of Clause 2.3 at its sole discretion. If PBS agrees to such a request, the Client shall pay to PBS an additional postponement charge of 30% of the Fees, in addition to any expenses properly and reasonably incurred by PBS in relation to the Services prior to the request for postponement.

2.5 In no circumstances shall a Programme Date take place more than 12 months after the Effective Date.  If the Client wishes to postpone a Programme Date and does not arrange for the new Programme Date to take place within 12 months of the Effective Date, then the Client’s right to use such Services shall lapse and PBS shall not refund to the Client any Fees paid in respect of such Services.

3. CLIENT'S OBLIGATIONS

3.1 The Client shall co-operate with PBS in all matters relating to the Services and provide to the PBS, in a timely manner, any requested access, materials and/or information, which shall include:

3.1.1 in advance of finalisation and/or delivery of a Programme, access to appropriate senior staff for discussions and input on the suitability of the Programme and PBS Materials with regards to the Client’s internal accounting formats, business terminology and the primary concerns of the Client’s management team;

3.1.2 on a Programme Date, the assistance of senior Client personnel in the opening and presentation of the Programme(s) as requested by PBS; and

3.1.3 the provision and preparation of the venue for the supply of the Services where such Services include the delivery of a Programme to the Client by a PBS facilitator.

4. FEES AND PAYMENT

4.1 The Fees shall be as set out in the signed Booking Confirmation. The Fees shall be exclusive of any value added tax, which shall be added to the invoice and paid by the Client in addition to the Fees.

4.2 Where the Services include delivery of a Programme by a PBS facilitator, the venue for the Programme shall be provided by the Client at no cost to PBS. The Client shall reimburse PBS for its other expenses properly and reasonably incurred in connection with the Services, including:

4.2.1 accommodation;

4.2.2 transport (standard class rail travel and fully flexible air travel shall be charged at economy fare rate for travel within Europe and business class fare rate for travel outside Europe, and appropriate regional business mileage charges shall be applied);

4.2.3 sustenance; and

4.2.4 delivery and return costs of PBS Materials, calculated at a standard rate.

4.3 PBS shall issue an invoice in respect of the Fees and, if applicable, expenses on or after the Effective Date. The Client shall pay each invoice issued by PBS in respect of the Services in full and in cleared funds without any deduction whatsoever within 30 days of the date of the invoice to the bank account specified in the invoice. All payments shall be made in pounds Sterling.

4.4 All Fees shall be payable in advance unless otherwise agreed by PBS in writing. Where expenses are not known in advance, PBS shall issue a separate invoice in respect of such expenses at a later date, and such invoice shall be immediately payable on issue.

4.5 If the Client fails to pay PBS any sum due under the Agreement, then without prejudice to any other right or remedy available to PBS, PBS shall be entitled to charge the Client interest from the date payment became due until actual payment is made in full at 1% per annum above the Bank of England base rate in force from time to time.

5. INTELLECTUAL PROPERTY RIGHTS AND LICENCES

5.1 Except as expressly set out in this Clause 5, neither Party grants to the other Party (whether by implication, estoppel or otherwise) any right, title, licence or interest in or to any Intellectual Property Rights. 

5.2 All Intellectual Property Rights subsisting in or arising out of or in connection with a Programme, the Services and/or the PBS Materials, including in new materials developed by PBS for the Client (but excluding Intellectual Property Rights subsisting in any materials provided by the Client) shall be owned by PBS.

5.3 Where the Services include licences for a Programme, PBS shall grant to the Client a non-exclusive, non-transferable, non-sublicensable licence for the duration of the Term for the number of Client participants set out in the Booking Confirmation to use the PBS Materials solely for the purpose of participating in the Programme and receiving and using the Services.

5.4 The Client shall not:

5.4.1 copy, modify, replicate and/or create derivative works from, any PBS Materials;

5.4.2 decompile, disassemble or reverse engineer any part of a Programme;

5.4.3 provide any PBS Materials to any personnel other than those covered by the licence granted under Clause 5.3; or

5.4.4 photograph or film any part of a Programme, the PBS Materials or the Services without PBS' prior written consent, and if PBS consents to any such photography or filming, the Client shall not use such photography or filming to copy or replicate any PBS Materials, Programmes or Services, and shall comply with any other restrictions on the use of such photographs and films as may be required by PBS in giving its consent.

5.5 If the Client provides materials to PBS in relation to the Services, the Client hereby grants PBS a fully paid-up, non-exclusive, royalty-free, non-transferable licence for the duration of the Term to copy, modify and use such materials for the purpose of providing the Services to the Client.

6. PROTECTION OF PERSONAL DATA

6.1 PBS may receive personal data relating to the Client’s personnel in connection with the provision of the Services.  PBS shall process such personal data in accordance with its Privacy Policy.

7. LIABILITY

7.1 The following provisions set out the entire liability of PBS to the Client in respect of: (a) any breach of the Agreement; (b) any use made by the Client of a Programme, the Services, the PBS Materials, or part of them; and (c) any representation, statement or tortious act or omission, including negligence, arising under or in connection with the Agreement.

7.2 Nothing in these terms of business shall exclude any provision implied into these terms of business by English law and which cannot be excluded by English law.  Nothing in these terms of business shall exclude or limit a Party’s liability in respect of any liability that cannot be excluded or limited pursuant to English law including liability for death or personal injury caused by negligence, bribery, fraud or fraudulent misrepresentation, in each case to the extent that such liability cannot be excluded or limited by English law.

7.3 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Agreement.

7.4 Subject to Clause 7.2, PBS shall not be liable for:

7.4.1 any economic loss, loss of profit, loss of business, depletion of goodwill, loss of anticipated savings; loss of goods; loss of contract; loss of use (in each case whether direct, indirect or consequential), or for any indirect or consequential loss whatsoever and howsoever caused which arises out of or in connection with the Agreement;

7.4.2 any accident, injury, or damage that may occur while using the PBS Materials or the Services. The Client shall obtain and maintain adequate insurance or other protection in respect of its personnel and the activities of such personnel in connection with the Agreement;

7.4.3 the consequences of any advice that may be given in the course of any discussions between PBS and the Client, whether during a Programme facilitation or otherwise; or

7.4.4 any costs or damages to the client caused by postponement or cancellation of the Services due to PBS being unable to fulfil an obligation under this Agreement for reasons beyond its control (e.g. illness or failure of transport systems). For the avoidance of doubt, this exclusion does not apply to paid Fees, which shall either be applied to the rescheduled Services or refunded should the Services be cancelled.

7.5 Subject to Clauses 7.2 to 7.4, PBS' total liability in contract, tort (including negligence and breach of statutory duty), misrepresentation, restitution or otherwise, arising out of or in connection with the Services and/or the performance or contemplated performance of the Agreement shall be limited to the Fees paid or payable under the Agreement.

8. CANCELLATION OF A PROGRAMME

8.1 The Client shall be entitled to cancel a Programme or a course within a Programme by providing written notice of such cancellation to PBS in accordance with the following terms:

8.1.1 if the Client provides at least 62 days’ notice of cancellation, the Fees paid prior to the date of the termination notice may, subject to the time limits in Clauses 2.3 and 2.5, be applied to rescheduled Services, or, if requested by the Client in writing, fully refunded;

8.1.2 If the Client provides less than 62 days’ notice but no less than 32 days’ notice of termination, the Client may request to reschedule the Services subject to the postponement charge under Clause 2.4 and the time limits under Clause 2.5. If no rescheduling is agreed, the Client shall be entitled to a partial refund of 50% of the Fees paid prior to its notice of termination; and

8.1.3 if the Client provides less than 32 days’ notice of termination, the Client shall not be entitled to request rescheduling of Services and no refund shall be given for Fees paid prior to such notice of termination.

8.2 In the event of cancellation of a Programme or a course within a Programme pursuant to Clause 8.1, this Agreement shall remain in full force and effect in respect of any non-cancelled Programmes (and non-cancelled courses within a Programme).

9. TERM AND TERMINATION

9.1 The Agreement shall commence on the Effective Date and continue for the Term.

9.2 Either Party may terminate the Agreement by providing no less than 62 days' written notice to the other Party.

9.3 In the event of termination pursuant to, and in accordance with, Clause 9.2:

9.3.1 the Client shall pay PBS for all Services completed and all expenses incurred by PBS in relation to the Services prior to the date of termination; 

9.3.2 the Fees paid prior to the date of the termination notice may, subject to the time limits in Clauses 2.3 and 2.5, be applied to rescheduled Services, or, if requested by the Client in writing, fully refunded.

9.4 PBS may suspend or terminate the Agreement and/or any licence granted under Clause 5.3, if the Client has not paid by the due date any invoice issued to it by PBS under the Agreement and/or under any other contract between the Parties.

9.5 PBS may (without prejudice to any other rights or remedy) terminate the Agreement with immediate effect by notice to the Client if the Client: (a) is insolvent or unable to pay its debts as they fall due; (b) has a winding up order made against it; (c) suffers the appointment of a receiver, liquidator or administrator; (d) becomes subject to an administration order, or makes an arrangement or composition with its creditors; or (e) ceases or threatens to cease to carry on business.

9.6 On termination of the Agreement for any reason:

9.6.1 any rights or remedies of either Party arising from any breach of the Agreement shall continue to be enforceable;

9.6.2 the Client shall pay to PBS all sums due to PBS under the Agreement (including any sums payable in respect of Services performed and expenses incurred prior to termination) within 30 days of the date of the invoice for such sums issued by PBS;

9.6.3 Clauses 1, 4, 5.2, 5.4, 7, 9.6 and 10 shall continue in full force and effect.

10. GENERAL

10.1 In these terms of business:

10.1.1 any phrase introduced by the terms "including", "include" and "in particular" or any similar expression shall be construed as illustrative only and shall not limit the sense of the words preceding these terms; and

10.1.2 the headings are for convenience only and shall not affect the interpretation of the Agreement.

10.2 The Client shall keep and ensure that it and its personnel keep in strict confidence all technical or commercial know-how, specifications, inventions or processes which are of a confidential nature or any other confidential information disclosed by PBS.  The Client shall not use or disclose any confidential information received from PBS other than for the purpose of receiving and using the Services in accordance with the Agreement.

10.3 All PBS Materials shall be and remain the exclusive property of PBS and shall be held by the Client in safe custody until returned to PBS, and shall not be used other than in accordance with PBS's written instructions.

10.4 Any notice or notification given under the Agreement shall not be validly given unless it is in writing in English and sent by email to the other Party’s email address set out in the Booking Confirmation and confirmed by hard copy sent on the same day as the email or the day after by pre-paid airmail or courier to the registered office of the recipient.

10.5 Any notice given under Clause 10.4 shall be deemed to have been received on the next working day after the day on which the notice was sent where a working day is any day other than a Saturday, Sunday or public holiday in the country in which the recipient’s principal office is located. Service by email of any legal proceedings concerning or arising out of the Agreement is not permitted and shall not constitute valid service.

10.6 Failure or delay by PBS to exercise any right or remedy under these terms of business shall not be deemed a waiver of it, or prevent PBS from exercising it on any occasion.

10.7 The Agreement constitutes the entire agreement and understanding of the Parties relating to the subject matter of the Agreement and supersedes any prior agreement or understanding between the Parties relating to the same. The Parties acknowledge that they are not relying on any understanding, arrangement, statement, representation (including any negligent misrepresentation but excluding any fraudulent misrepresentation), warranty, condition, term, custom, course of dealing or provision except for the those set out in the Agreement. The Parties irrevocably and unconditionally waive any rights and/or remedies they may have to the fullest extent permitted by law (including the right to claim damages and/or to rescind the Agreement) in respect of any misrepresentation (including any negligent misrepresentation but excluding any fraudulent misrepresentation).

10.8 PBS may assign and/or sub-contract the Agreement or any part of it. If PBS uses any sub-contractors in performing any part of the Services (e.g. a third party facilitator), PBS shall remain liable for all of its obligations under the Agreement. The Client shall not be entitled to assign the Agreement or any part of it without the prior written consent of PBS.

10.9 The Agreements (Rights of Third Parties) Act 1999 shall not apply in relation to the Agreement.

10.10 English law shall govern the formation, validity, interpretation and performance of the Agreement and any non-contractual causes of action arising out of or in connection with the Agreement or the activities carried out pursuant to the Agreement. The Parties submit to the exclusive jurisdiction of the English courts, except that PBS shall have the right to seek payment of any sums due under the Agreement.

This Terms of Business policy was last amended on 10th August 2026.