GENERAL

1. IN THE PROSPECTUS AND in these Conditions: "The College" is The Horticultural Correspondence College (a firm) and any individual firm, company or other party with whom the College contracts is called "The Member" (including the case where the College acts as a business consultant to a contracting party). "The Services" means the goods, materials or service (including tuition) which shall be the subject of the Contract between the Company and the Member. "The Price" means the sum specified in the Company's quotation, acknowledgement or other communication as agreed.

"Full Tutorial Care" means that scripts submitted will be carefully checked and responded to by the tutor appointed. Further associated course work or enquiries will be responded to by the tutor or senior tutor.

"Tuition" embraces full tutorial care plus the provision of text and course material and (where the College has agreed to do this) specimen answers.

References here and in the Prospectus to "examination" are to the Royal Horticultural Society, the Institute of Groundsmanship, the Royal Forestry Society or other external examination body appropriate to the course of study for which the Member has enrolled. Except where expressly stated otherwise in any conflict between the Prospectus and these General Conditions of Business the General Conditions shall prevail.

2. (a) Any contract for the supply of study course material and/or tutorial service and/or the provision of ancillary advice or service either during a regular course of study or at any time thereafter ("services") howsoever made between the College and the Member (hereinafter called "the Contract") shall incorporate and be subject to these Conditions according to their provisions and the only terms of the Contract shall be those contained expressly or by reference in the College's prospectus and the Application Form and any written acknowledgement of the Member's application and any representation or warranty written or oral made or given prior to the Contract is hereby expressly excluded. In the event of the Member seeking to incorporate special conditions into the Contract such special conditions shall not apply unless they are accepted and agreed by an authorised officer of the College in writing.

(b) Any waiver or breach of these Conditions shall not prejudice the College's rights in respect of any subsequent breach. The rights and remedies for the benefit of the College herein contained are cumulative and not exclusive of any rights and remedies provided by law.

(c) The Contract may not be assigned or transferred and it is a strict condition that services are provided to the Member alone and is confidential to and should not be shown to any other person without the written consent of the College. All statements and expressions of opinion comprised in the Tuition are for the benefit of the Member only and the College accepts no statutory liability or liability in contract or in tort whether by negligence or otherwise to any third party. Third party rights enjoyed under the Contracts (Rights of Third Parties) Act 1999 are hereby excluded.
(d) It is the responsibility of the Member and not the College to check on the Member's eligibility for the examination, the application of the latest R.H.S. (or other applicable) regulations and for entry to the examination.
FEES AND PAYMENT
3. Unless otherwise provided in the Contract
(a) the fees and postage expenses (and the Contract conditions applicable to them) shall be those in accordance with the College's scale of fees ruling at date of contract.
(b) the fees are inclusive of Value Added Tax or any other tax duty tariff or charge arising in the United Kingdom.
(c) The contract price for the Services shall be payable net cash and without set-off at the time of contract or by 10 months' instalments or as otherwise agreed or stated in the scale of fees.
(d) in the event of payment by instalments then the supply of Services shall be related to each instalment and shall be deemed to be the subject of a separate Contract and these conditions shall apply to each Contract mutatis mutandis. The College shall, in addition, be entitled to request payment for any instalment of the Contract services so delivered in accordance with the provision of sub-paragraph (c) above. Failure to pay within the relevant period specified shall entitle the College to suspend deliveries or performance of the Services pending payment without prejudice to any other remedy available to the College, including an action for the fees.
(e) the College shall be entitled to charge simple interest on any part of the Contract price not paid by its due date from that date until payment at the annual rate of three per cent above the base rate for the time being of National Westminster Bank PLC from time to time until payment (whether before or after any judgement) AND the parties hereby agree that this is fair compensation for late payment and shall not be construed as a penalty.
(f) The time herein before mentioned for payment for Services is of the essence of the Contract.
DELIVERY
4. (a) the College will use all reasonable endeavours, in normal working hours, to deal promptly with requests for despatch of material and/or performance of the Services generally but unless the Contract otherwise expressly provides this shall constitute only a statement of expectation and no express dates or schedule of dates or time for delivery/performance shall apply. The Member shall accordingly accept delivery or performance of the Services when tendered and time of delivery/performance shall not be of the essence of the contract.
(b) if notwithstanding that the College has used all reasonable endeavours the College fails to despatch or perform the Services within a reasonable time such failure shall not constitute a breach of the Contract and the Member shall not be entitled to treat the Contract as thereby repudiated or to rescind it or any related contract in whole or in part or claim compensation for such failure or for any consequential loss or damage resulting there from.
(c) if the College shall be prevented or hindered from supplying the Services or any part thereof in accordance with the Contract by any circumstances beyond its reasonable control (including without prejudice to the generality of the foregoing force majeure postal delay trade disputes including disputes involving the College's own workforce and all other causes whether or not of a like nature beyond the reasonable control of the College) further performance of the Contract shall be suspended for so long as the College is so prevented or hindered provided that in the event that the performance of the Contract shall be suspended for more than six consecutive calendar months the Member and the College shall be entitled, by notice in writing to the other forthwith, to terminate the Contract or to cancel any outstanding part thereof and in such circumstances the Member shall pay at the Contract rate for all Services supplied or all work done by the College to the actual date of such termination. The College shall not have any liability to the Member for any direct or consequential loss or damage suffered by the Member as a result of the College's inability to perform its obligations under the Contract in the aforementioned circumstances.

WARRANTY AND EXCLUSIONS
5. (a) The College's general warranty and cancellation terms are set out at the end of the prospectus. Subject thereto (and save in respect of death or personal injury resulting from the negligence of the College or its servants) the College shall not be liable for any direct or indirect consequential (including loss of profit) or incidental injury loss or damage suffered by the Member (whether arising from a claim or claims under statute or in contract or in tort including negligence on the part of the College, its servants or agents) arising out of or in connection with any defects in the Services or any act omission neglect or default (whether or not the same constitutes a fundamental breach of the Contract or breach of a fundamental term thereof) of the College, its servants or agents in the performance of the Contract.
(b) Nothing herein contained shall operate to exclude or restrict the College's liability (i) for breach of any obligation arising from Section 13 14 or 15 of the Sale of Goods Act 1979 as against the Member if he or she is dealing as a Consumer as defined by section 12 of the Unfair Contract Terms Act 1977 or similarly under the Supply of Goods and Services Act 1982 or other Consumer Credit Act or statutory rights of the Member as Consumer including the foregoing statutes as amended or re-enacted the Unfair Terms in Consumer Contracts Regulations 1999 and Acts or Regulations made pursuant to the Sale of Consumer Goods and Associated
(c) Guarantees Directive (1999/44/EC) ("Consumer Protections") and (ii) for direct and foreseeable loss or damage caused by the negligence of the College or its employees where this results in a person's death or personal injury.
And so that if it shall be found that anything herein contained shall be illegal or unenforceable in the light of the Consumer Protections or in the case of a non-consumer contract in the light of any other rule of law or equity then the relevant provisions hereof (or the relevant part or parts thereof) shall be deemed to be modified so as to comply with such rule of law or equity or the consumer Protections or criteria of reasonableness thereunder and shall otherwise continue in full force and effect as so modified
(d) Any performance figures quoted or referred to in any specification or other document set in or concerning the Services the subject of this agreement are mere statements of opinion by the writer of that part of the course and are not warranted as to accuracy or correctness. Similarly the opinions of course authors are not necessarily those of the College itself and the courses should be accepted as educated views and not as absolute truths. Particularly when intending to apply College learning to commercial uses the Member should take care to carry out further independent research and verification and should satisfy him or herself as to the sufficiency of any fact figure method theory technique or opinion contained in College material before implementing a scheme or project in reliance thereon.
(e) Subject only to the provision of these Conditions no statement undertaking warranty or condition express or implied by law trade custom or otherwise shall apply to the Contract.
(f) The Member shall indemnify the College against all actions, claims or demands by third parties against the College howsoever arising directly or indirectly in respect of or in connection with the services supplied to the Member by the college upon the terms and conditions herein contained and particularly in the event of the failure of the Member to keep College/course material confidential to him or herself.
(g) Without prejudice to the foregoing the College shall in no circumstances be liable for any loss, damage, costs or expenses which exceed in the aggregate the gross fees paid by the Member.
(h) The price at which the College agrees to supply the Services is based on:
(i) the warranties given and accepted (herein and in the prospectus generally).
(ii) the cost to the College of supplying the Services.
(iii) the cost of any relevant insurance and
(iv) the exclusion and restrictions of liability imposed
The College is prepared to negotiate a different level of fees if the Member requires any variation of such warranties or extension of the liabilities accepted by the College.
DRAWINGS LITERATURE AND SOFTWARE
6. The property and copyright in all documents, drawings, marks, logos, designs, artwork and layout plans, photographs, illustrations and other printed matter ("designs") prepared or created by or for the College and submitted to the Member in connection with the contract and engineering details software and other data will remain with the College or other the owner thereof. The Member will not communicate any part of them to any third party without the College's written consent.
7. The College reserves the right to change course materials including drawings and/or specifications without notice.
PATENTS
8. (a) The College shall not be required to produce any matter which in the opinion of the College is or may be of an illegal or libellous nature or infringe third party rights.
(b) Notwithstanding the above the Member will indemnify the College against all actions proceedings claims costs demands and expenses brought or made against the College or incurred by it (including reasonable legal costs for the taking of legal advice including Counsel's fees as a result of work done at the Member's request in accordance with designs or specifications furnished by the Member and which involve or may involve the infringement of any letters patent copyright registered or other design or trade mark or third party interest whatsoever or which work is libellous or otherwise illegal.
INSOLVENCY AND BREACH OF CONTRACT
9. In the event that
(a) any distress or execution is levied upon any of the goods or property of the Member or
(b) the Member offers to make an arrangement with or for the benefit of its creditors or commits any act of bankruptcy or being a limited company has a Receiver or Administrator appointed of the whole or any part of its undertaking property or assets or
(c) any order is made or a resolution is passed or analogous proceedings are taken for the winding up of the Member (save for the purpose of reconstruction or amalgamation without insolvency and previously approved in writing by the College).
THEN and in any such case the College shall be entitled without prejudice to its other rights hereunder forthwith to suspend all further supply of services until the default has been made good or to determine the Contract or any unfulfilled part thereof or at the College's option to make partial performance. Notwithstanding any such termination the Member shall pay the College at the Contract rate for all Services supplied up to and including the date of termination.
OFFENDING PROVISION
10. If any terms or provision or any part thereof (in this clause called "the Offending provision") contained in this agreement or any document incorporated herein shall be declared or become unenforceable invalid or illegal for any reason whatsoever the other terms and provisions of this agreement shall remain in full force and effect as if this agreement has been executed without the Offending Provision appearing therein and/or the College will accept any modification to or variation enforceable and effective to the extent so determined.
HEADINGS
11. Headings to any of the clauses in these conditions are included to facilitate reference only and shall not affect the construction thereof.
12. These Conditions and each and every Contract made pursuant thereto shall be governed in all respects by and in accordance with the Laws of England and the Member hereby submits to the jurisdiction to the English Courts.