TERMS & CONDITIONS
TERM AND TERMINATION
1. We will provide the Services on the terms set out in this Agreement.
2. This Agreement shall start on the Start Date and continue until the End Date unless terminated earlier in accordance with the following provisions of this clause 1.
3.We may terminate this Agreement for any reason by giving you 30 days' prior written notice.
4.You may terminate this Agreement for any reason by giving us three months' prior written notice.
5.Notwithstanding the provisions of clauses 1.3 or 1.4, either party may terminate this Agreement with immediate effect and with no liability to make any payments or services to you (save in respect of Services already provided) if the other:
a.commits any serious breach (which, if capable of remedy, is not remedied within 14 days of being notified to do so) or repeated breach or non-observance of its obligations under the terms of this Agreement;
b.(or any of its directors as the case may be) is convicted of a criminal offence;
c.commits any act of dishonesty or other act that brings or could bring either party into disrepute;
d.are unable to pay its debts as they fall due or is the subject of a bankruptcy petition or enters into compulsory or voluntary liquidation or compounds with or convenes a meeting of its creditors or has a receiver, manager, administrator or administrative receiver appointed over your assets or cease for any reason to carry on business; or
e. commit any serious or repeated breach or non-observance of any policy which we have notified you of or which we have otherwise provided to you.
7.Upon termination of this Agreement, you will return to us any Confidential Information (as defined in clause 6), any Materials (as defined in clause 7) or other property, including intellectual property, belonging to us which is in your possession or control.
8.In the event of termination in accordance with this clause 1, you will pay all outstanding and unpaid amounts payable to us in arising out of Services supplied up to the date of termination
8. We may suspend the supply of Services under this agreement or any other contract between us if you fail to pay any amount due to us or you become, or we reasonably believe that you may become, subject to any of the matters set out at clause 1.5.
9.Subject to clause 1.6, we shall refund you any sums which have been paid to us in respect of any Services which have not been supplied before the date on which the Agreement is terminated.
PROVISION OF SERVICES
1.The Services shall be carried out by us to a Proper Standard:
a. at the Location agreed in the Commercial Terms;
b. in compliance with your reasonable instructions from time to time;
c.in a timely and professional manner;
d. with due skill and care; and
e. in accordance with Good Practice.
2. "Proper Standard" means a standard of the Services:
a.which would be expected if they were provided by a skilled and experienced person providing those services using appropriate facilities and resources with Good Practice; and
b. fit for the purpose for which you require the Services in all respects.
3. "Good Practice" means exercising the same skill, expertise and judgement and using facilities and resources of a similar quality as might be expected from a person who:
a. is reasonably skilled and experienced in providing the services in question; and
b. takes all proper and reasonable care and is diligent in performing his/her obligations.
5.We will provide any equipment reasonably required in order to provide the Services unless otherwise agreed with you.
6. You will provide the Location and keep it in reasonable condition to enable us to perform our obligations under this Agreement unless otherwise agreed in writing with us.
7. We reserve the right to amend the specification of the Services if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and we shall notify you in any such event.
8. We shall use our reasonable endeavours to provide that all Materials provided, and other information or educational services provided by us, are accurate in all material respects at the time such is provided to you. We will endeavour to notify you of any upcoming or reasonably anticipated changes in the information to be provided.
FEES AND PAYMENT
1. In consideration of the Services, you will pay us the Fee and any Expenses.
2. Unless specified otherwise in the Commercial Terms, at the end of each calendar month we will submit to you an invoice for Fees payable in relation to the Services, including a reasonable level of detail as to how those Fees have been calculated.
3. You will pay any valid invoices within 14 days of the date on which the invoice is issued.
4.All payments will be made in Sterling and, unless agreed otherwise by the parties in writing, to the bank account notified by us to you.
5. In the event of late payment, the interest payable on that amount will be calculated at a daily rate of 3% above the base rate of the Bank of England from time to time.
6. Time is of the essence for any payment to be made under this Agreement to us.
1. You shall:
a. co-operate with us in all matters relating to the Services;
b. provide us (and our employees, agents, and contractors) with all access information, materials, or other accommodations as we may reasonably require to assist in the performance of the Services;
c. comply with all applicable UK health and safety laws;
d. assist with the completion of all evaluation and consultation forms;
e. to effect and maintain insurance of the Location or ensure that the owner of the Location effects and maintains insurance of the Location (as the case may be); and
f. comply with such additional obligations as may be detailed to you in prior to the date of this agreement or as we may agree from time to time.
2. If the performance of any of our obligations under this agreement is prevented or delayed by your act or omission or failure to perform any relevant obligation ("Your Default"):
a. we shall have the right to suspend the performance of the services until you remedy Your Default;
b. we shall be relieved of performing any of our obligations which are prevented or delayed by Your Default;
c. we shall not be liable for any costs or losses you suffer as a result of us failing or delaying to perform our obligations as set out in this clause 4.2;
d. you shall reimburse us for any costs or losses we suffer arising out of Your Default.
1. "Force Majeure" means any cause or circumstance preventing, hindering or delaying the Service Provider performing any or all of its obligations arising out of or in connection with the Agreement which arises from or is attributable to acts, events, omissions or accidents beyond the reasonable control of the Service Provider including (but not limited to) strikes, lockouts or other industrial disputes (in each case whether involving the workforce of the Service Provider or the Purchaser); protests; failure of a utility service or transport network; act of God; war or national emergency; an act of terrorism; riot or civil commotion; malicious damage; compliance with any law or governmental order, rule, regulation or discretion; accident; breakdown of plant or machinery; fire; explosion; flood; storm; epidemic; nuclear, chemical or biological contamination; sonic boom; default or delays of suppliers or subcontractors.
2. If the Service Provider is subject to a Force Majeure event it will not be deemed to be in breach of the Agreement or otherwise to have any liability in respect of the failure or delay in the performance of the Service Provider's obligations arising out of or in connection with the Agreement as follows:
a. to the extent that the failure or delay in performing such obligations was due to the Force Majeure event; and
b. for so long as the Force Majeure event continues and for such time after the Force Majeure event stops as is necessary for the Service Provider, using its reasonable endeavours, to recommence performing the Service Provider's obligations arising out of or in connection with the Agreement, provided that the Service Provider has taken all reasonable steps to avoid such failure or delay.
3. If the failure of delay in the performance of its obligations by the Service Provider due to the Force Majeure event in question continues for a continuous period of more than 60 days, then either party may terminate the Agreement immediately by the service of a written notice on the other party. The notice to terminate must specify the termination date and once such notice has been validly given, the Agreement will terminate on that termination date.
1.You shall not, unless permitted by clause 6.5, at any time after the date of this Agreement divulge any information in relation to the affairs or business or method of carrying on business of us which you know or you should know at the relevant time to be confidential and which you have learnt (i) in connection with this Agreement, (ii) this Agreement's operation, (iii) as a result of prior services provided to you by us or (iv) as a result of the negotiations leading up to this Agreement ("Confidential Information").
2.You agree to use the Confidential Information of us only for the purposes of this Agreement and not otherwise.
3. Without prejudice to clause 6.2, you shall not:
a. make commercial use of such Confidential Information; or
b. use such Confidential Information for the benefit of yourself or any third party, other than in accordance with this Agreement or any other written agreements with us.
5. Unless permitted by clause 6.5, required by law or the requirements of any relevant regulatory or governmental body (and in each such case only to the extent required), no announcement or statement concerning this Agreement of the subject matter of, or any matter referred to in, this Agreement may be made or issued by you without our prior written approval.
6. You may disclose the Confidential Information if:
a. we have given our prior written consent;
b. you disclose the Confidential Information under a requirement of the law or the requirements of any relevant regulatory or governmental body and such disclosure is only to the extent required;
c. you can show that the Confidential Information was already, or has subsequently become, published or publicly available for use other than as a result of a breach of this Agreement or of any confidentiality owed by you to us;
d. the Confidential Information is disclosed on a confidential basis to your professional advisers for the purpose of advising you in connection with this Agreement and the advisers have first agreed to act in compliance with the confidentiality requirements of this Agreement as if they were a party to it; or
e. the Confidential Information is disclosed on a confidential basis to your officers, employees or agents who are engaged in the performance of your obligations under this Agreement and the person(s) to whom the information is to be disclosed have first agreed to act in compliance with the confidentiality requirements of this Agreement as if they were a party to it.
7. You shall not take or make copies of any of the Confidential Information, or authorise any other person to do so other than for the purpose of supplying Confidential Information to your directors or employees to whom disclosure of such Confidential Information is permitted.
8. The obligations under this clause 6 shall survive the expiry or the termination of this Agreement.
1. All Intellectual Property Rights in or arising out of or in connection with the Services (other than those in any materials provided by you to us) shall be owned solely by us and you hereby:
a. assign to us all existing and future Intellectual Property Rights (including but not limited to copyright and related rights) in any documents, other materials and inventions created by the us during the provision of the Services; and
b. waive all moral rights in any existing or future works, to the fullest extent permitted by law. You will promptly execute all documents and do all acts that we require to give effect to this clause.
2. We grant to you a non-exclusive licence to copy and use the Materials for the purpose of receiving and using the Services and the Materials in your business. No other right or licence is granted to you in respect of our Intellectual Property Rights and you acknowledge that all the Materials and all rights in the Materials are and will remain our exclusive property.
3.You confirm that the provision of the Services will not infringe the Intellectual Property Rights of any third party.
4. You grant to us a non-exclusive, royalty-free licence to copy and modify any materials you provide to us for the purpose of providing the Services to you.
5."Intellectual Property Rights" means all intellectual property rights in any part of the world including patents (including supplementary protection certificates), utility models, rights in inventions, registered and unregistered trade and service marks, rights in business and trade names and get-up, rights in domain names, registered designs, unregistered design rights, rights in designs, semiconductor and topography rights, copyrights and neighbouring rights, database rights, rights in confidential information and know-how, plant breeder's right and (in each case) rights of a similar or corresponding character and in all applications and rights to apply for protection of any of the foregoing.
6."Materials" means all:
a.documents, materials, data (in any form or media, including drawings, maps, plans, diagrams, designs, pictures, computer programs, specifications and reports (including drafts)); and
b.products, equipment systems, cabling, facilities and tools, provided by or on behalf of us to you and used directly or indirectly in the supply of the Services.
7. The obligations under this clause 7 shall survive the expiry or the termination of the Agreement.
8. Any training, educational, or informational element of the Services is being provided to you on the condition that training, education, and information shall only be used within your organisation and you shall not provide such similar training or educational or informational services outside of your organisation. We shall not be liable to you in respect of any costs or losses suffered as a result thereof and you shall be liable for all our costs or losses suffered on a full indemnity basis arising out of your breach of this clause.
1. Nothing in this agreement limits any liability which cannot be legally limited, including liability for death or personal injury cause by negligence or fraud.
2. Our total liability to you, and your total liability to us, shall not exceed the total charges paid by you in the contract year in which the respective breach occurs (calculated from the date of this agreement).
3. We shall not be liable to you, and you shall not be liable to us, in respect of any consequential or indirect losses.
4. The Supplier has given commitments as to compliance of the Services with relevant specifications in these terms. In view of these commitments, the terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from this agreement
1.We shall maintain at our own cost during the provision of the Services, and as may be necessary following provision of the Services, insurance cover for such risks and for such amounts as a reasonable insurance company advising a person providing the Services would consider prudent.
2. We will supply evidence of such cover on request to you within a reasonable time from such request.
3.The obligations under this clause 9 shall survive the expiry or termination of the Agreement.
1.You consent to the processing by us of any personal data (including sensitive personal data) relating to you (and any individuals involved in the provision of the Services) as may be necessary for the performance of this Agreement or the conduct of our business.
2.You shall process all personal data provided by us to you strictly in accordance with our instructions. No personal data provided by us will be recorded on moveable storage media unless those media are encrypted.
3.If you use any sub-processors for the processing of personal data then you shall ensure that they are engaged on written terms which enable you to comply with these terms.
4. Both parties will comply with all legislation and regulatory requirements in force from time to time relating to the use of personal data and the privacy of electronic communications (Data Protection Legislation). In this clause 10, Applicable Laws means (for so long as and to the extent that they apply to the Supplier) the law of the European Union, the law of any member state of the European Union and/or Domestic UK Law; and Domestic UK Law means any Data Protection Legislation from time to time in force in the UK including the Data Protection Act 2018 or any successor legislation.
5.The parties acknowledge that for the purposes of the Data Protection Legislation, you are the data controller and we are the data processor (where Data Controller and Data Processor have the meanings as defined in the Data Protection Legislation).
6. You will ensure that you have all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data (as defined in the Data Protection Legislation) to us for the duration and purposes of this agreement.
7. We shall, in relation to any Personal Data processed in connection with the performance of our obligations under the Contract:
a.process that Personal Data only on your written instructions unless we are required by Applicable Laws to otherwise process that Personal Data. Where we are relying on the laws of the European Union (or a member thereof) as the basis for processing Personal Data, we will promptly notify you of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit us from doing so;
b.ensure that we have in place appropriate technical and organisational measures, reviewed and approved by you, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures;
c.ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and
d.not transfer any Personal Data outside of the European Economic Area unless your prior written consent has been obtained and the following conditions are fulfilled:
i.either party has provided appropriate safeguards in relation to the transfer;
ii.the Data Subject (as defined in the Data Protection Legislation) has enforceable rights and effective legal remedies;
iii.we comply with our obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and
e. we comply with reasonable instructions notified to us in advance by you with respect to the processing of the Personal Data;
f.assist you, at your cost, in responding to any request from a Data Subject and in ensuring compliance with your obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
g. notify you without undue delay on becoming aware of a Personal Data breach or if we are asked to take any action which would constitute a Personal Data breach (to the extent we are not prohibited from so notifying you by any law or regulation);
h. at your written direction, delete or return Personal Data and copies thereof to you on termination of the agreement unless required by Applicable Law to store the Personal Data; and
i. maintain records and information to demonstrate our compliance with this clause 10 and allow for audits by you of this information to ensure that both we and you are meeting our respective obligations under the Data Protection Legislation.
8. You consent to us appointing a third-party processor of Personal Data under the Contract provided that we enter with the third-party processor into a written agreement incorporating terms which are substantially similar to those set out in this clause 10. We shall remain fully liable for all acts or omissions of any third-party processor we appoint pursuant to this clause 10.
1. You are not permitted to assign, licence or otherwise transfer any of your rights, obligations or liabilities under or in connection with these terms without our prior written consent. This prohibition shall include you not licensing or sub-licensing any of your rights, or contracting out or sub-contracting, or using agents to perform any of your obligations.
2.We may subcontract, assign or otherwise transfer all or any of our liabilities, rights and obligations under these terms to any third party without your consent.
The Service Provider and the Purchaser are independent contractors and nothing in this Agreement constitutes a partnership between the parties to it or constitutes either as employee or agent of the other for any purpose whatever and neither party has authority or power to bind the other or to contract in the name of or create liability against the other in any way or for any purpose.
Any notice required by these terms or service of legal process in anticipation of or to commence legal proceedings in connection with these terms will be in writing and must be delivered by hand (which includes courier) or registered post, addressed to the recipient at the address stated in the Commercial Terms or any other address notified to the other party in writing in accordance with this clause as an address to which notices may be sent. The notice, demand or communication will be deemed to have been duly served:
a. if delivered by hand (including courier), at the time of delivery; or
b. if delivered by registered post, 48 hours after being posted or in the case of Airmail 14 days (excluding Saturdays, Sundays and public holidays) after being posted, or if earlier the actual time of delivery recorded by the postal service.
1. We will ensure that at all times we have and maintain all the licences, permissions, authorisations, consents and permits that we need to carry out our obligations arising out of or in connection with this Agreement.
2.If any provision of this Agreement is found to be illegal, invalid or unenforceable, then to the extent it is illegal, invalid or unenforceable, that provision will be given no effect and will be treated as though it were included in this Agreement, but the validity or enforceability of the remaining provisions of this Agreement will not be affected.
3. A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce this Agreement.
4. This Agreement constitutes the entire Agreement and understanding between the parties and supersedes any previous Agreement, arrangement or understanding.
5. This Agreement may only be varied if in writing and signed by both parties.
6. Any delay by us in exercising any of our rights under this Agreement will not constitute a waiver of that right.
7. These terms and any non-contractual obligations arising out of or in connection with them shall be governed by, construed and take effect in accordance with English law.
8. The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with these terms (including a dispute relating to any non-contractual obligations arising out of or in connection with this Agreement) and the parties submit to the exclusive jurisdiction of the English courts.
9. Refunds are to be given at the discretion of the provider. Those who have already gained access to the course and it’s copyright contents will not be able to request a refund.