Legal Notice

Olive for Education — Website Terms and Conditions

1. About Us and How to Contact Us

1.1 Operator identification

These Terms and Conditions (“Terms“) govern your use of the website at olivefor.education and the online shop (“eShop“) operated by Upskill Online Limited.

1.2 Status of these Terms

These Terms form a legally binding contract between you (the “Customer“, “you“, “your“) and OFE in respect of any Order you place through the eShop. By placing an Order you confirm that you have read, understood and accepted these Terms.

1.3 Affirmative acceptance at checkout

To proceed past the checkout review step, you are required to scroll through these Terms and tick the “I have read and agree to the Terms and Conditions and Privacy Notice” box. The eShop will not allow Order submission without that affirmative acceptance. OFE retains a record of the version of the Terms accepted, the date and time of acceptance, and the IP address from which acceptance was given.

1.4 Conspicuous notice of material clauses

You should pay particular attention to the following clauses, which set out important rights, obligations and limits on those rights:

• Clause 4 (How a Contract is Formed);
• Clause 9 (Cooling-Off Period), including the exclusions in clause 9.7;
• Clause 10 (Cancellation After the Cooling-Off Period);
• Clause 11 (Programmes and the Limits of School Authority);
• Clause 12 (School Programme Commitment and the eShop Programme Window);
• Clause 13 (Order Placement Acknowledgement);
• Clause 20 (Limitation of Liability).

1.5 Consumer status

OFE sells primarily to consumers (parents and guardians purchasing for use by a pupil or student). Where you are purchasing as a consumer, your statutory rights under the Consumer Rights Act 2022, the European Union (Consumer Information, Cancellation and Other Rights) Regulations 2013 (Part 5 of the Consumer Rights Act 2022), and Regulation (EU) 2016/679 are not affected by these Terms.

2. Definitions

In these Terms the following definitions apply:

Cooling-Off Period — the 14 calendar day period during which a consumer Customer may withdraw from a Distance Contract under Section 113 of the Consumer Rights Act 2022, calculated in accordance with clause 9.

Cooling-Off Cutoff Date — the date and time at which the Cooling-Off Period expires for a given Order.

Distance Contract — has the meaning given in Section 2 of the Consumer Rights Act 2022 and, in summary, means a contract concluded between OFE and a consumer Customer under an organised distance sales or service-provision scheme without the simultaneous physical presence of the parties, with the exclusive use of one or more means of distance communication up to and including the time at which the contract is concluded.

eShop — the online shop operated by OFE at olivefor.education and any sub-domain.

eShop Programme Window — the period during which the eShop is open to receive Orders from parents associated with a particular School’s Programme cohort, beginning on the date OFE activates the school-specific eShop pages and ending on the closing date communicated to the parent cohort.

Finance Drawdown Date — for an Order financed through Humm (provided by FlexiFi Europe Limited), the date on which FlexiFi Europe Limited disburses funds to OFE in respect of that Order.

Hardware — devices, accessories, peripherals, cases and physical goods listed on the eShop.

Humm — the consumer credit product provided by FlexiFi Europe Limited, regulated by the Central Bank of Ireland, made available as a payment method on the eShop.

Order — an offer by you to purchase Products and Services on the eShop, submitted through the checkout process.

Order Confirmation — the email issued by OFE to you confirming acceptance of your Order in accordance with clause 4.

Order Confirmation Date — the date and time recorded on the Order Confirmation.

Personalised Hardware — Hardware which has been asset-tagged, engraved, imaged with a school-specific configuration, enrolled in a school-specific mobile device management profile, or otherwise prepared to a specification that is unique to the consumer or the relevant Programme cohort and not commercially resaleable in that form.

Procurement Commitment — the issuance by OFE of a purchase order to a third-party supplier in respect of Hardware required to fulfil your Order.

Procurement Commitment Date — the date on which OFE issues the Procurement Commitment.

Products and Services — Hardware, software licences, digital content, configuration, delivery, support and warranty services made available through the eShop.

Programme — a school-coordinated device or learning programme under which a school promotes OFE Products and Services to its parent community, but in which OFE contracts directly with each individual parent or guardian.

Programme Lock-In Date — 30 April of the calendar year in which the relevant Programme cohort begins the academic year of device deployment (i.e., for a Programme deploying in September of Year Y, the Programme Lock-In Date is 30 April of Year Y). On the Programme Lock-In Date the eShop Programme Window for the cohort closes to new Orders, the cohort’s Hardware procurement is locked at the volumes communicated to suppliers, and any subsequent School Withdrawal Event will not relieve OFE of the third-party commitments described in clause 12.2.

School — a school that participates in a Programme. A School is not a party to any contract formed under these Terms unless OFE and the School expressly enter into a separate written agreement.

School Programme Commitment — the formal commitment by a School to deploy a defined OFE Programme for a defined parent cohort, evidenced by (i) a signed Programme Agreement between OFE and the School, (ii) the holding of a parent information evening at which the device specification, bundle and price are presented, and (iii) the publication of the device or bundle specification mandated by the School.

School Withdrawal Event — any of the following: (i) written notice from a School purporting to terminate the School Programme Commitment; (ii) repudiatory breach by a School of the School Programme Commitment accepted by OFE; (iii) a formal communication from a School to its parent cohort recommending a competing or replacement programme during the eShop Programme Window. A School Withdrawal Event takes effect on the date OFE acknowledges receipt of the relevant communication or accepts the repudiation.

Statutory Rights — your non-excludable rights as a consumer under Irish and EU law, including the Consumer Rights Act 2022, the Sale of Goods and Supply of Services Act 1980 (as amended), Part 5 of the Consumer Rights Act 2022, the Consumer Credit Act 1995 (as amended), and Regulation (EU) 2016/679.

3. Eligibility and Account

3.1 Eligibility to order

You may place an Order only if you are at least 18 years of age, resident in the Republic of Ireland or Northern Ireland (unless an alternative delivery jurisdiction is expressly offered at checkout), and have legal capacity to enter into a contract.

3.2 Accuracy of information

You are responsible for the accuracy of the information you provide at checkout, including the name and year-group of the pupil for whom the Products are intended, the delivery address, and the payment instrument used. OFE is not liable for delay or non-delivery resulting from inaccurate information.

3.3 Account security

If you create an account, the credentials are for your individual use only. You are responsible for maintaining the confidentiality of your username and password and for any activity carried out under your account. You agree not to use any service or facility provided in connection with the eShop to compromise security, tamper with system resources, or interfere with other accounts. The use or distribution of tools designed for compromising security (including password crackers, rootkits, network probing tools or similar) is prohibited.

If you become aware of any unauthorised use of your credentials, or of any other breach of security, you must notify us immediately at support@oliveforeducation.ie OFE may, on reasonable grounds and acting proportionately, suspend access pending investigation, require a credential reset, or release relevant account details to law-enforcement authorities or to other system administrators where necessary to investigate or resolve a security incident.

4. How a Contract is Formed

4.1 The Order is an offer

A completed checkout submission constitutes an offer by you to purchase the Products and Services specified, on these Terms. It is not an acceptance by OFE.

4.2 Acknowledgement is not acceptance

Any automated acknowledgement issued by the eShop confirming receipt of your submission is not an acceptance of your Order. It confirms only that we have received your offer.

4.3 Acceptance and Order Confirmation

A binding contract between you and OFE is formed only when OFE issues an Order Confirmation by email. The Order Confirmation Date is the date and time recorded on that email.

4.4 Right to decline

OFE may decline an Order at its discretion before the Order Confirmation is issued, including (without limitation) where stock is unavailable, where pricing or product information has been listed in error, where the Order cannot be financed under Humm, or where OFE has reasonable grounds to suspect fraud or misuse. Where OFE declines an Order, any payment received will be refunded in full to the original payment method within 14 days.

4.5 Pre-contract information

Before you submit your Order, OFE will make available the pre-contract information required under Section 106 of the Consumer Rights Act 2022, including the main characteristics of the Products, the total price including taxes and delivery, the duration of the contract, the conditions and procedure for exercising the right of withdrawal, and the existence of statutory guarantees. By submitting your Order you acknowledge that this information has been made available to you.

5. Pricing, Taxes and Payment

5.1 Prices

Prices displayed on the eShop are in Euro (€) and include Irish VAT at the prevailing rate. Delivery charges, where applicable, are shown separately at checkout.

5.2 Pricing errors

If a pricing error is identified after Order Confirmation, OFE will contact you to offer the option to (i) reconfirm at the corrected price or (ii) cancel the Order with a full refund. OFE will not unilaterally adjust the price after Order Confirmation without your express agreement.

5.3 Payment methods

OFE accepts the following payment methods at checkout:

• One-time card payment (Stripe);
• Payment plan (Stripe instalments) where offered for the relevant Product configuration;
• Humm consumer credit, provided by FlexiFi Europe Limited.

5.4 Payment plans

Where you select a payment plan, the full schedule, instalment amount and payment dates are presented at checkout and recorded on the Order Confirmation. Failure to pay an instalment when due may result in suspension of access to digital services and recovery action in respect of any committed Hardware costs in accordance with clause 10.

5.5 Currency and exchange

OFE accepts payment in Euro only. If your card issuer applies a currency conversion or foreign-transaction fee, that is a matter between you and your issuer.

5.6 Fraud prevention

OFE operates fraud-screening controls in the order-acceptance process. As part of those controls OFE may verify billing and shipping addresses, contact your card issuer or financing provider, and request additional verification information from you before issuing the Order Confirmation. Where OFE has reasonable grounds to suspect that an Order is fraudulent or has been placed without proper authorisation, OFE may decline the Order, contact you to seek confirmation, refund any payment received, and where appropriate report the matter to An Garda Síochána or other relevant authority. Suspicion of fraud is not, of itself, an allegation of wrongdoing on your part; the controls exist to protect both you and OFE.

6. Consumer Credit through Humm

6.1 Status of the credit agreement

Where you select Humm at checkout, the credit agreement is formed between you and FlexiFi Europe Limited. FlexiFi Europe Limited is regulated by the Central Bank of Ireland. OFE is the merchant; OFE is not a credit provider, broker or intermediary in respect of that agreement.

6.2 Pre-contract credit information

FlexiFi Europe Limited will provide the pre-contract credit information required under the Consumer Credit Act 1995 (as amended) and applicable European credit-disclosure rules at the point of credit application. You should review that information before accepting the credit agreement.

6.3 Cooling-off in respect of credit

A separate 14 calendar day cooling-off right under the Consumer Credit Act 1995 applies to the credit agreement itself, calculated from the date the credit agreement is concluded. That cooling-off right is exercised with FlexiFi Europe Limited, not with OFE.

6.4 Effect of Finance Drawdown

Following the Finance Drawdown Date, funds have been disbursed to OFE in satisfaction of the purchase price. Withdrawal from the credit agreement after that point requires direct engagement with FlexiFi Europe Limited and may engage the Financial Services and Pensions Ombudsman (FSPO) process. OFE has no authority to process or direct a withdrawal on your behalf and cannot reverse a Finance Drawdown.

6.5 Interaction with the Distance Contract

Withdrawal from the Distance Contract under clause 9 does not automatically terminate the credit agreement, and termination of the credit agreement does not automatically withdraw the Distance Contract. You may need to action both.

7. Delivery, Title and Risk

7.1 Delivery window

Estimated delivery windows are stated at checkout and reconfirmed on the Order Confirmation. Where delivery is sequenced to a school term or programme launch date, that schedule is also stated on the Order Confirmation.

7.2 Delivery method

Delivery is by courier or by school-coordinated handover, as elected at checkout.

7.3 Risk

Risk in the Hardware passes to you on delivery. Where delivery is by school-coordinated handover, risk passes to you on the date of handover to you or to your authorised representative.

7.4 Title

Title in the Hardware passes to you on the later of (i) delivery and (ii) full payment of the price (including, for payment plans, the final instalment, and for Humm Orders, the Finance Drawdown).

7.5 Failed or delayed delivery

If delivery has not occurred within 30 calendar days of the estimated delivery date, you may terminate the Distance Contract for non-delivery in accordance with the Consumer Rights Act 2022 and receive a full refund. This does not affect any earlier right of withdrawal under clause 9.

8. Pre-Contract Information and Right of Withdrawal — Summary

For consumer Customers, you have a statutory right under Part 5 of the Consumer Rights Act 2022 to withdraw from the Distance Contract within 14 calendar days, without giving any reason and without incurring any cost other than as set out in clause 9.6. The full operation of that right is set out in clause 9.

A model withdrawal form, in the form prescribed by Schedule 4 Part 2 of the Consumer Rights Act 2022, is provided at Annex A.

9. Cooling-Off Period — Right of Withdrawal

9.1 Calculation of the Cooling-Off Period

The Cooling-Off Period is 14 calendar days, calculated in accordance with Section 113 of the Consumer Rights Act 2022 as follows:

• For Orders consisting only of Hardware: 14 days from the date you, or a person nominated by you (other than the carrier), acquire physical possession of the Hardware;
• For Orders consisting of multiple goods delivered separately: 14 days from physical possession of the last of the goods;
• For Orders consisting only of digital content or services where you have given express consent to immediate performance: see clause 9.7.

For Programme Orders, “physical possession” arises on the day OFE delivers the Hardware to you or your authorised representative at the school deployment day or other agreed handover point. Pre-deployment activities by OFE or its supplier, including warehouse receipt, configuration, asset-tagging, imaging, MDM enrolment and transport to the school, do not constitute delivery to the consumer and do not start the Cooling-Off Period.

9.2 Cooling-Off Cutoff Date

The Cooling-Off Cutoff Date is the date on which the Cooling-Off Period expires, calculated under clause 9.1, and recorded on the Order Confirmation.

9.3 How to exercise the right of withdrawal

To withdraw from the Distance Contract during the Cooling-Off Period, send an unequivocal statement of withdrawal to OFE before the Cooling-Off Cutoff Date, by either:

• Email to support@oliveforeducation.ie quoting your Order number; or
• The model withdrawal form at Annex A, completed and returned by email or post.

It is sufficient that the statement is dispatched before the Cooling-Off Cutoff Date.

9.4 Effect of withdrawal during the Cooling-Off Period

If you withdraw during the Cooling-Off Period, OFE will reimburse all payments received from you, including the standard cost of delivery, no later than 14 calendar days after the day on which OFE receives the withdrawal notice. OFE may withhold reimbursement until the Hardware has been received back, or until you have supplied evidence of having sent it back, whichever is the earlier.

9.5 Return of Hardware

You must return the Hardware to OFE without undue delay and in any event no later than 14 calendar days from the day on which you communicate your withdrawal. You will bear the direct cost of returning the Hardware, save where the return arises from a fault, mis-description or non-conformity, in which case OFE will bear that cost.

9.6 Diminished value

You are liable for any diminished value of the Hardware resulting from handling beyond what is necessary to establish its nature, characteristics and functioning.

9.7 Exclusions from the right of withdrawal

Under Section 111 of the Consumer Rights Act 2022, the statutory right of withdrawal does not apply in the following cases. Where any of these exclusions applies to your Order, the cooling-off right is fully extinguished and Order cancellation is governed by clause 10.

• Personalised Hardware — Section 111(g) and (h) of the CRA 2022. Where the Hardware has been asset-tagged, engraved, imaged with a school-specific configuration, enrolled in a school-specific mobile device management profile, or otherwise prepared to a specification that is unique to you or to the relevant Programme cohort, the Hardware constitutes either non-prefabricated goods made on the basis of an individual choice or decision by you under Section 111(g), or goods that are clearly personalised under Section 111(h), or both. The cooling-off right does not apply to such Hardware once OFE has commenced personalisation.
• Sealed software or digital content media — Section 111(n) of the CRA 2022. Where software or digital content has been supplied on a sealed medium (sealed audio recordings, sealed video recordings, or sealed computer software) and the seal has been broken after delivery, the cooling-off right does not apply.
• Digital content with express consent to immediate performance — Section 111(e) of the CRA 2022. Where digital content (including VLE access, software licences, and online learning subscriptions) is supplied not on a tangible medium, the cooling-off right does not apply provided that all three of the following conditions are satisfied: (i) supply of the digital content has begun; (ii) at checkout, you provided your prior express consent to performance beginning before the end of the Cooling-Off Period and acknowledged that you would thereby lose the cooling-off right; and (iii) OFE provided confirmation of the contract on a durable medium (the Order Confirmation email) in accordance with Section 109 of the CRA 2022.
• Goods unsuitable for return on hygiene grounds — Section 111(j) of the CRA 2022. Where Hardware comprises sealed goods that are not suitable for return for health-protection or hygiene reasons (such as in-ear audio devices) and the seal has been broken after delivery, the cooling-off right does not apply.
• Goods inseparably mixed — Section 111(k) of the CRA 2022. Where Hardware has been, by its nature, inseparably mixed with other items after delivery, the cooling-off right does not apply.

The full list of exclusions in Section 111 of the Consumer Rights Act 2022 applies. For Orders comprising both Hardware and digital content, the cooling-off right is assessed component by component.

10. Cancellation After the Cooling-Off Period

10.1 Status of post-Cooling-Off cancellation

After the Cooling-Off Cutoff Date, you no longer have a statutory right to withdraw from the Distance Contract under Part 5 of the Consumer Rights Act 2022. Where any of the exclusions in clause 9.7 applies, the cooling-off right was extinguished at an earlier date as set out in that clause. Your Statutory Rights in respect of faulty, mis-described or non-conforming Products are not affected and are dealt with in clauses 14 and 15.

10.2 Cost-recovery framework on post-Cooling-Off cancellation

OFE may, at its discretion and subject to clause 10.6, accept a request to cancel an Order after the Cooling-Off Cutoff Date. Where OFE does so, the following deductions apply automatically to any refund and are payable in full by the consumer to the extent the cost has been incurred. The deductions reflect costs that OFE has committed to third parties in good-faith reliance on the Order and that are not recoverable from those third parties.

OFE will set out the deductions applicable to your specific Order, with supporting evidence, before the cancellation is processed. OFE will not deduct any amount that exceeds the cost actually incurred. If the deductions equal or exceed the price paid, no refund is payable; the consumer remains liable for any shortfall up to the price paid.

10.3 Procurement Commitment Date

The Procurement Commitment Date is the date on which OFE issues a purchase order to a third-party supplier in respect of the Hardware required to fulfil your Order. From this date forward, the Hardware is allocated to you in the supplier’s production or fulfilment schedule, and the cost is committed by OFE on a non-cancellable or cost-recovery basis. OFE will, where reasonably practicable, identify the Procurement Commitment Date in a Customer-facing Order tracking interface. For Orders placed during an eShop Programme Window, the Procurement Commitment Date typically falls within five working days of the Order Confirmation Date.

10.4 Finance Drawdown Date

For Orders financed through Humm, the Finance Drawdown Date is the date on which FlexiFi Europe Limited disburses funds to OFE. After the Finance Drawdown Date, refunds in respect of the credit-financed portion of the Order require coordination with FlexiFi Europe Limited and may engage the FSPO process. OFE will cooperate with FlexiFi Europe Limited but cannot independently reverse a disbursement.

10.5 No right to direct cancellation by a third party

No third party, including a School, may direct, instruct or consent to the cancellation of your Order on your behalf. Cancellation rights vest exclusively in you and are exercised exclusively by you, in accordance with this clause 10 and clause 9.

10.6 Refusal of discretionary cancellation

OFE is not obliged to accept a discretionary cancellation request after the Cooling-Off Cutoff Date. Where OFE refuses, the Order remains binding and OFE will proceed to deliver the Products and Services in accordance with the Order Confirmation. This clause does not affect your Statutory Rights in respect of non-conforming Products under clause 14.

11. Programmes and the Limits of School Authority

11.1 Status of the School

Where your Order is placed in connection with a Programme, the School is not a party to the contract between you and OFE. The contract is concluded directly between you (as the consumer Customer) and OFE.

11.2 No collective authority

A School has no authority to:

• Place, vary or cancel Orders on behalf of any individual parent or guardian;
• Direct OFE to issue collective refunds across a parent cohort;
• Consent to immediate performance of digital content or services on your behalf;
• Receive, process or hold parent payment data, credit information or personal data on OFE’s behalf;
• Exercise any statutory consumer right that vests in you under Irish or EU law.

A School may communicate with OFE in respect of operational logistics, scheduling and Programme-level matters, but no such communication binds you, unwinds your contract, or alters your rights or obligations under these Terms.

11.3 School withdrawal from a Programme

If a School Withdrawal Event occurs, OFE will continue to honour each individual parent contract through to delivery, warranty term and support obligation. Where a parent or guardian wishes to cancel as a consequence of a School Withdrawal Event, that cancellation is exercised individually in accordance with clauses 9 or 10, as applicable. A School Withdrawal Event is not, of itself, grounds for collective refund.

11.4 Direct communication

OFE communicates directly with the named parent or guardian on each Order in respect of order status, delivery, payment, cancellation rights and support. OFE may, where the parent has provided express consent, share specified Programme-level operational information with the School (such as anonymised delivery progress), but will not share parent personal data, payment data or order-level commercial data.

11.5 School-organised collective cancellation or transfer demand

Where a School communicates a demand to OFE for the collective cancellation of parent Orders, the issuance of collective refunds, or the transfer of parent personal data, payment data or order data to any third party (including a replacement service provider), OFE will (i) not action that demand; (ii) continue to deliver and support each individual parent contract on its terms; (iii) write directly to each affected parent to confirm individual cancellation rights and the process under clauses 9 and 10; and (iv) reserve all rights against the School under any separate Programme Agreement and at law. This clause exists to protect the individual consumer’s statutory rights from collective action by a third party.

12. School Programme Commitment and the eShop Programme Window

12.1 The Programme structure

The OFE school Programme model operates as follows. A School first enters into a School Programme Commitment with OFE. The School then holds a parent information evening at which OFE presents the device specification, bundle, price and ordering process. OFE then opens the eShop for the School’s parent cohort during the eShop Programme Window. Parents place individual Orders during that Window. Following Order Confirmation, OFE issues supplier purchase orders and, for Humm-financed Orders, instructs FlexiFi Europe Limited to disburse funds. Hardware is then personalised, configured, delivered and supported.

12.2 OFE’s commercial reliance

The eShop Programme Window operates on a forward-commitment basis. Once the Programme is initiated by the School Programme Commitment and the eShop opens for a particular cohort, OFE incurs operational and financial commitments specific to that School and that cohort, in good-faith reliance on (i) the School Programme Commitment and (ii) each Order received during the Window. Those commitments include:

• Programme infrastructure specific to the School. The dedicated school-branded eShop pages, the parent information evening held at the School, and the account-management resource assigned to the cohort throughout the Programme cycle.
• Specialist consultations requested by the School. Including, where applicable, assistive-technology, accessibility, or curriculum-integration consultations specific to the cohort.
• Hardware procurement on OFE’s working capital and credit. Issuance of supplier purchase orders for the Hardware volume required by the cohort, on terms that are non-cancellable or subject to cost-recovery against OFE. Supplier purchase orders are placed on OFE’s own working capital and credit, not on parent funds and not on any School undertaking.
• Personalisation of the Hardware. Allocation of the cohort’s Hardware in the supplier’s production schedule, with school-specific imaging, asset-tagging, engraving and MDM enrolment commencing once the supplier confirms acceptance.
• Consumer credit drawdown under Humm. For each Order so financed, instruction to FlexiFi Europe Limited to disburse funds to OFE.
• Software, digital content and licence allocation. Microsoft 365 tenancy provisioning, mobile device management architecture configuration, software licences, digital content subscriptions and configuration resources allocated to the cohort.

These commitments are made in reliance on the School’s selection of OFE and on the Orders received during the Programme Window. They cannot, in whole or in part, be reversed by OFE on a unilateral basis once they have been made. They are recoverable from the consumer to the extent set out in clause 10.2 in the event of post-Cooling-Off cancellation. None of these commitments is recoverable from individual parent contracts other than as set out in clause 10, and none of them can be unwound by School direction.

12.3 Effect of School-mandated specification on the right of withdrawal

The device specification, configuration and bundle made available through the eShop in respect of a Programme are mandated by the School and are not generic retail items. Where Hardware supplied under a Programme is Personalised Hardware within the meaning of clause 9.7, the statutory cooling-off right is extinguished under the personalised goods exemption from the right to cancel under Part 5 of the Consumer Rights Act 2022 once OFE has commenced personalisation. The consumer is on notice of this position before placing the Order, including by way of the conspicuous notice in clause 1.4, the disclosure in the Order Confirmation, and the acknowledgement required at checkout under clause 13.

12.4 Order placed during the eShop Programme Window — basis of OFE’s reliance

An Order placed during the eShop Programme Window and confirmed by OFE is the basis on which OFE incurs the third-party commitments described in clause 12.2. The consumer’s statutory and contractual cancellation rights are unaffected and operate as set out in clauses 9 and 10. The cost-recovery framework in clause 10.2 reflects OFE’s actual non-recoverable expenditure where cancellation occurs after the Cooling-Off Cutoff Date or after any of the exclusions in clause 9.7 has taken effect. School direction does not constitute consent or election by the consumer to cancel.

12.5 Effect of a School Withdrawal Event during the Programme Window

A School Withdrawal Event after the eShop Programme Window has opened does not, of itself, give any consumer a right of cancellation. OFE has by that point committed to suppliers and (for Humm Orders) to FlexiFi Europe Limited on the basis of the parent Orders received. OFE will continue to deliver the Products and Services under each individual parent contract and will continue to provide warranty and support over the agreed term, regardless of the School’s continued participation. Any cancellation by an individual parent following a School Withdrawal Event is exercised in accordance with clauses 9 and 10 and is subject to the cost-recovery framework in clause 10.2.

12.6 Programme Lock-In Date

For each Programme, the Programme Lock-In Date is 30 April of the calendar year in which the cohort begins the academic year of device deployment. On and from the Programme Lock-In Date:

• the eShop Programme Window for the cohort closes to new Orders;
• the cohort’s Hardware procurement is locked at the volumes communicated to suppliers and the Procurement Commitment is treated as final;
• personalisation of the cohort’s Hardware will commence shortly thereafter, at which point the personalised goods exemption from the right to cancel under Section 111(g) and (h) of the Consumer Rights Act 2022 will take effect in respect of all Hardware allocated to the cohort, in accordance with clause 9.7.

A School Withdrawal Event occurring on or after the Programme Lock-In Date does not relieve OFE of any of the third-party commitments described in clause 12.2. OFE will continue to deliver each individual parent contract in accordance with clauses 11.3 and 12.5 and reserves all rights against the School under any separate Programme Agreement and at law for the recovery of OFE’s full reliance loss.

12.7 Disclosure of Programme-specific dates

For each Programme, OFE will record and disclose to the consumer at the point of Order Confirmation:

• The relevant School and Programme cohort name;
• The eShop Programme Window opening and closing dates;
• The Programme Lock-In Date for the cohort;
• The expected Procurement Commitment Date for the cohort;
• The expected Personalisation Commencement Date for the cohort, being the date OFE expects to commence asset-tagging, imaging, MDM enrolment or other personalisation steps. OFE will give the consumer at least 3 working days’ email notice in advance of any earlier actual Personalisation Commencement Date;
• For Humm-financed Orders, the expected Finance Drawdown Date.

These dates form part of the Order Confirmation and are evidence of OFE’s commercial reliance.

12.8 Core terms — main subject matter of the contract

Clauses 11, 12 and 13 of these Terms together define the main subject matter of the contract between you and OFE under the OFE Programme model and form a core part of the price-and-performance bargain. The Programme Window structure, the Programme Lock-In Date, the OFE-side reliance investments, the Procurement Commitment and Finance Drawdown architecture, and the Order Placement Acknowledgement at checkout are not ancillary or remedial provisions; they describe what OFE is selling and the basis on which the price is set. Accordingly, these clauses are intended by the parties to be excluded from the assessment for unfairness under Section 131 of the Consumer Rights Act 2022, which provides that a term defining the main subject matter of a consumer contract is not assessable for unfairness under Section 130 provided that the term is transparent in accordance with Section 134 of that Act, and consistent with Article 4(2) of Directive 93/13/EEC which Section 131 transposes. OFE has drafted these clauses in plain, intelligible and prominent language; the conspicuous-notice provision in clause 1.4 and the separate Order Placement Acknowledgement at checkout under clause 13 evidence that you have had a real opportunity to examine and understand them before being bound, satisfying the transparency conditions in Section 134.

13. Order Placement Acknowledgement

At checkout, in addition to the general acceptance of these Terms in clause 1.3, the consumer is required to confirm a separate, distinct acknowledgement before the Order can be submitted. The acknowledgement records that the consumer:

(a) has been informed of the relevant School Programme Commitment, identified by School name and academic year;

(b) understands that the device specification, configuration and bundle made available on the eShop have been mandated by the School and not selected by OFE on a generic retail basis;

(c) understands that the Hardware will be Personalised Hardware within the meaning of clause 9.7 once OFE commences asset-tagging, imaging, MDM enrolment or other personalisation steps, and that the statutory cooling-off right is extinguished in respect of such Hardware at that point under the personalised goods exemption from the right to cancel under Part 5 of the Consumer Rights Act 2022. The consumer acknowledges that the expected Personalisation Commencement Date is recorded in the Order Confirmation and that the consumer will receive at least 3 working days’ email notice before any earlier actual commencement;

(d) where the Order includes digital content (software, VLE access, online learning subscriptions) and the consumer wishes performance to begin before the end of the Cooling-Off Period, gives express consent under the digital content immediate-performance exemption from the right to cancel under Part 5 of the Consumer Rights Act 2022 to such immediate performance and acknowledges that the cooling-off right in respect of that digital content is thereby lost;

(e) understands that on Order Confirmation, OFE will issue a supplier purchase order for the Hardware (the Procurement Commitment Date) and, where Humm is the elected payment method, will instruct FlexiFi Europe Limited to make Finance Drawdown;

(f) understands that any cancellation outside the statutory cooling-off period or any applicable exclusion is at OFE’s discretion under clause 10 and is subject to the cost-recovery framework in clause 10.2, which may result in deductions equal to or exceeding the price paid.

OFE retains a record of the acknowledgement, the version of these Terms accepted, the date and time, the IP address, and a copy of the Order Confirmation issued. That record is the evidence of the consumer’s acknowledgement and is admissible in any subsequent dispute.

14. Statutory Rights and Conformity

14.1 Conformity obligation

Hardware supplied by OFE must be in conformity with the sales contract. Conformity is assessed against the subjective and objective requirements set out in Part 2 Chapter 2 of the Consumer Rights Act 2022 (Sections 14–22), the Sale of Goods Act 1893 (as amended), and the Sale of Goods and Supply of Services Act 1980 (as amended) to the extent that those Acts continue to apply. In summary, the Hardware must conform to its description and main characteristics published on the eShop, be of the quality and have the features that are normal for goods of the same type, and be fit for the purpose for which goods of that description are commonly supplied.

14.2 Remedies for non-conformity

Where Hardware is not in conformity with the sales contract, you are entitled to the consumer remedies set out in Part 2 Chapter 3 of the Consumer Rights Act 2022 (Sections 23–34). Those remedies operate in a defined hierarchy:

• Primary remedy: bringing the Hardware into conformity. Repair or replacement, free of charge, within a reasonable time and without significant inconvenience to you.
• Secondary remedies: price reduction or termination. A proportionate price reduction, or termination of the contract with a refund of the price paid, where (i) repair or replacement is impossible or disproportionate, (ii) repair or replacement has been attempted and failed, (iii) OFE has refused to bring the Hardware into conformity, or (iv) the lack of conformity is so serious as to justify immediate termination.

These statutory remedies operate in addition to the manufacturer warranty in clause 15 and any extended warranty you may have purchased.

14.3 Notification

To exercise these rights, contact OFE at support@oliveforeducation.ie with your Order number, a description of the non-conformity, and (where reasonable) photographic or diagnostic evidence. OFE will respond within 5 working days with the proposed remedy.

14.4 No exclusion of statutory rights

Nothing in these Terms excludes, restricts or modifies your Statutory Rights. Where any provision of these Terms is inconsistent with your Statutory Rights, your Statutory Rights prevail. In particular, Section 99 of the Consumer Rights Act 2022 provides that any purported waiver by a consumer of a right conferred by Part 5 of that Act (which includes the right of withdrawal in Section 112) is of no effect, and any term that directly or indirectly waives or restricts a right conferred by Part 5 is not binding on the consumer. Equivalent non-waiver provisions in Parts 2, 3 and 4 of the CRA 2022 apply to the consumer’s rights in respect of, respectively, sales contracts, digital content and digital service contracts, and service contracts.

15. Manufacturer and Extended Warranty

15.1 Manufacturer warranty

Hardware sold by OFE is supplied with the manufacturer’s warranty, which runs in addition to your Statutory Rights under clause 14. The duration and terms of the manufacturer warranty are stated on the relevant Product page and on the Order Confirmation.

15.2 Extended warranty

Where you purchase an extended warranty product at checkout, the terms of that extended warranty are set out separately at the point of purchase and are incorporated into the Order Confirmation. The extended warranty is in addition to, and does not replace, your Statutory Rights or the manufacturer warranty.

15.3 Warranty service

OFE acts as the first point of contact for warranty claims and will coordinate the warranty service process with the manufacturer or the extended warranty provider. 

16. Software, Digital Content and Licensing

16.1 Licence basis

Software and digital content supplied with or alongside Hardware are licensed, not sold. The licence is granted by the relevant rights holder on its standard end-user licence terms.

16.2 Express consent to immediate performance

Where you elect at checkout to receive digital content or to commence digital services before the expiry of the Cooling-Off Period, you provide your express consent to immediate performance under the digital content immediate-performance exemption from the right to cancel under Part 5 of the Consumer Rights Act 2022 and acknowledge that, on commencement of performance, your right of withdrawal in respect of that digital content or service is fully extinguished. The express consent is captured separately at checkout under clause 13(d), is recorded by OFE with the timestamp and IP address, and is reflected in the Order Confirmation.

16.3 Updates and support

Where stated on the Product page, OFE or the relevant rights holder will provide updates, security patches and support for a defined period. Cessation of update or support obligations after that period does not constitute a breach of these Terms.

17. Acceptable Use of the eShop

17.1 Prohibited use

You must not use the eShop to:

• Place fraudulent or speculative Orders;
• Submit personal data of another individual without their authorisation;
• Reverse engineer, scrape or interfere with the operation of the eShop;
• Upload malicious code or attempt to gain unauthorised access to OFE systems.

17.2 No co-branding or framing

You may not, and may not authorise any third party to, co-brand, frame, mirror or deep-link to the eShop or any sub-page in a manner reasonably likely to give the impression that another party is operating, endorsing or affiliated with the eShop, without OFE’s prior written consent. “Co-branding” means displaying any name, logo or trade mark alongside OFE branding in a manner suggesting affiliation. “Framing” means displaying any eShop page within a bordered area of another website. This restriction applies in particular to Programme participants and Schools, who may link to the eShop home page in plain text only.

17.3 Suspension

OFE may suspend or terminate your access to the eShop, decline future Orders, and refer matters to law enforcement where it has reasonable grounds to suspect a breach of clauses 15.1 or 15.2.

18. Intellectual Property

18.1 OFE materials

All content on the eShop, including logos, copy, photography, video, software and design, is owned by OFE or its licensors and is protected by copyright, trade mark and other intellectual property rights.

18.2 Limited licence

You are granted a limited, non-exclusive, non-transferable licence to view and use the content of the eShop for the purpose of considering and placing an Order. No other use is permitted without OFE’s prior written consent.

18.3 Third-party trade marks

Hardware brand names and trade marks are the property of their respective owners and are used by OFE only to identify the Products being sold.

18.4 Third-party links

The eShop may contain links to websites operated by third parties, including financing providers, manufacturers, software licensors and delivery carriers. Those links are provided for convenience only. OFE does not control, endorse or accept responsibility for the content, products, services or privacy practices of any linked third-party website. Any use you make of a third-party website is at your own risk and subject to the terms and policies of that third-party website.

19. Data Protection

19.1 Controller status

OFE is the data controller in respect of personal data collected through the eShop and processed in connection with your Order. OFE’s processing complies with Regulation (EU) 2016/679 and the Data Protection Act 2018.

19.2 Privacy Notice

The categories of personal data collected, the purposes of processing, the legal bases relied on, recipients, retention periods and your rights as a data subject are set out in the OFE Privacy Notice at olivefor.education/privacy. The Privacy Notice is incorporated into these Terms by reference.

19.3 No school controller status

A School is not a data controller, joint controller, or processor in respect of personal data processed by OFE under these Terms. OFE will not process or disclose your personal data on the instruction of a School. Operational coordination with a School is conducted on a Programme basis using only data lawfully shared on a defined legal basis identified in the Privacy Notice.

19.4 Data subject rights

You may exercise your data subject rights, including access, rectification, erasure, restriction, portability and objection, by contacting DPO@olivegroup.io You also have the right to lodge a complaint with the Data Protection Commission (dataprotection.ie).

19.5 Disclosure to authorities and lawful processes

OFE may disclose personal data and Order information where required by applicable law, court order, or reasoned request from a competent authority, or where OFE in good faith considers disclosure necessary to (i) protect the rights, property or safety of OFE, its Customers, or the public, (ii) investigate or prevent suspected fraud or breach of these Terms, or (iii) cooperate with a regulatory investigation including by the Data Protection Commission, the Central Bank of Ireland, the Financial Services and Pensions Ombudsman, or An Garda Síochána. OFE will, where lawful and proportionate, notify you before such disclosure.

20. Limitation of Liability

20.1 No exclusion of non-excludable liability

Nothing in these Terms limits or excludes OFE’s liability for:

• Death or personal injury caused by negligence;
• Fraud or fraudulent misrepresentation;
• Breach of Statutory Rights that cannot be excluded by law;
• Any other liability that cannot lawfully be limited or excluded.

20.2 Liability in contract

Subject to clause 20.1, OFE’s total liability in contract, tort (including negligence), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of any contract formed under these Terms, is limited to the price paid by you under the relevant Order.

20.3 Excluded losses

Subject to clause 20.1, OFE is not liable for indirect or consequential loss, loss of profits, loss of opportunity, loss of data (other than where required by Statutory Rights), or loss arising from circumstances outside OFE’s reasonable control.

[LEGAL — confirm liability cap and excluded-loss formulation against current Irish consumer-contract case law and the Unfair Terms in Consumer Contracts framework.]

21. Force Majeure

OFE is not in breach of these Terms if performance is prevented or delayed by an event beyond its reasonable control, including industrial action, supply-chain failure, transport disruption, cyber incident, public-health measure, or act of public authority. OFE will notify you of the event, take reasonable steps to mitigate its effect, and either resume performance when the event ceases or, where the event continues for more than 60 calendar days, allow you to terminate the affected Order with a refund of any sum paid in respect of undelivered Products and Services.

22. Variation

22.1 Variation generally

OFE may vary these Terms from time to time. The Terms applicable to your Order are those in force on the Order Confirmation Date. Changes to these Terms do not apply retrospectively to any existing Order. The current version of these Terms is published at olivefor.education/terms with the version number and effective date displayed.

22.2 Material changes

A change is “material” where it adjusts the pricing structure, payment terms, cooling-off mechanics, cancellation rights, the Procurement Commitment or Finance Drawdown framework, the Programme provisions in clauses 11 to 13, the limitation of liability, or the governing law and dispute resolution provisions. For material changes, OFE will give Customers with active accounts at least 30 calendar days’ written notice by email and will require affirmative re-acceptance through the eShop interface before the next Order is placed.

22.3 Consumer rights on material change

Where OFE notifies a material change to these Terms, you have the right to reject the change and to terminate your account relationship with OFE before the change takes effect, without penalty. For the avoidance of doubt and consistent with Section 134 of the Consumer Rights Act 2022 (transparency) and Schedule 5 Part 1 of that Act (presumed-unfair terms):

• OFE cannot vary the price, the main characteristics of the Hardware, the Cooling-Off Period, or the Procurement Commitment / Finance Drawdown architecture of any existing Order in a way that operates to your detriment.
• OFE cannot rely on this variation right to alter, in respect of an existing Order, the bargain you struck at the Order Confirmation Date.
• Non-material changes (typographical, contact-detail, or clarificatory updates) take effect on posting with notice in the next Order Confirmation email and do not require re-acceptance.

This clause is intended to be transparent and to fall outside the presumption in Schedule 5 Part 1 paragraph 1(j) of the Consumer Rights Act 2022 because (i) variations cannot affect existing Orders, (ii) you have a free right to reject a material variation and terminate, and (iii) you receive at least 30 days’ notice.

23. Severability

If any provision of these Terms is held by a competent authority to be invalid or unenforceable, that provision shall be severed and the remaining provisions shall continue in force.

24. No Agency, Partnership or Joint Venture

Nothing in these Terms creates a partnership, joint venture, agency or employment relationship between you and OFE, between OFE and any School, or between you and any School. Neither OFE nor any School has authority to incur or create any obligation, express or implied, on behalf of the other or on behalf of you, except as expressly set out in a separate written agreement to which the relevant parties are signatories.

25. Entire Agreement

These Terms, together with the Privacy Notice and any Order Confirmation, constitute the entire agreement between you and OFE in respect of your use of the eShop and any Order, and supersede any prior or contemporaneous communications or representations, whether oral or written. You confirm that you have not relied on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms or the Privacy Notice. This clause does not limit or exclude any liability for fraudulent misrepresentation.

26. No Waiver

A failure or delay by OFE in exercising any right or remedy under these Terms is not a waiver of that right or remedy, and does not prevent or restrict its later exercise. A single or partial exercise of any right or remedy does not prevent or restrict any further exercise of that or any other right or remedy.

27. Headings

Section headings in these Terms are for convenience only and have no contractual or interpretive effect.

28. Assignment

You may not assign or transfer your rights or obligations under these Terms without OFE’s prior written consent. OFE may assign its rights and obligations to a member of its corporate group or in connection with a sale of all or substantially all of its business, subject to your Statutory Rights.

29. Notices

Notices to OFE under these Terms must be sent to support@oliveforeducation.ie or to the registered office. Notices to you will be sent to the email address recorded on your Order. Notices are deemed received on the working day following dispatch.

30. Complaints and Alternative Dispute Resolution

30.1 Complaints

If you are dissatisfied with any aspect of the eShop, your Order or our service, contact us at support@oliveforeducation.ie We will acknowledge your complaint within 2 working days and respond substantively within 10 working days.

30.2 Alternative Dispute Resolution

If we are unable to resolve your complaint to your satisfaction, you may refer the matter to:

• The Competition and Consumer Protection Commission (CCPC) at ccpc.ie, which provides consumer information and may direct you to an appropriate ADR scheme;
• The European Consumer Centre Ireland (ECC Ireland) at eccireland.ie, for cross-border consumer disputes within the EU and EEA;
• The Small Claims Procedure of the District Court (csol.ie) for monetary claims within the prescribed limit.

The European Online Dispute Resolution Platform (Regulation (EU) 524/2013) was discontinued on 20 July 2025 and is no longer available.

30.3 FSPO

For complaints relating specifically to the Humm credit agreement, you may, after exhausting the FlexiFi Europe Limited internal complaints process, refer the matter to the Financial Services and Pensions Ombudsman at fspo.ie.

31. Governing Law and Jurisdiction

These Terms and any contract formed under them are governed by the laws of the Republic of Ireland. Disputes arising from or in connection with these Terms are subject to the exclusive jurisdiction of the courts of the Republic of Ireland, save that, where you are a consumer resident in another EU Member State, you may also bring proceedings in the courts of your country of residence and rely on the mandatory consumer-protection rules of that jurisdiction in accordance with Article 6 of Regulation (EC) 593/2008 (Rome I).

Annex A — Model Cancellation Form

(This form is the model cancellation form prescribed by Schedule 4 Part 2 of the Consumer Rights Act 2022. Complete and return this form only if you wish to cancel the contract under clause 9.)

To: Upskill Online Limited, trading as Olive for Education Registered office: Suite 2, The Cubes Office, Beacon South Quarter, Sandyford, Dublin, D18HK83. Email: info@oliveforeducation.ie 

I/We* hereby give notice that I/We* cancel my/our* contract of sale of the following goods*/for the supply of the following service*:

Order number (if known): __________________________ Ordered on*/received on*: __________________________ Name of consumer(s): __________________________ Address of consumer(s): __________________________ Signature of consumer(s) (only if this form is notified on paper): __________________________ Date: __________________________

*Delete as appropriate.