For purposes of this Agreement, the following terms shall have the following meanings:
Agreement: means the Contract for Services defined by the Clauses.
Associate Trainer: means the person delivering the Training Services, including sub-contractors.
Booking Form: means the website form used by the Learner to book the Services via the Supplier’s website.
Booking Fee: Booking Fee: a fee payable by the Client to secure the booking of the Supplier’s Services, see Clauses 5.1(b)(i) & (c)(1).
Charges: the charges payable by the Learner for the supply of the Services in accordance with Clause 4.
Classroom Study: study by the Learner when physically attending a classroom.
Commencement Date: has the meaning given in Clause 3.1.
Contract: the contract between the Learner and the Supplier for the supply of Services in accordance with these Clauses.
Clause: means a clause in the contract.
Finance Provider: a body corporate that lends money or provides credit, or arranges or facilitates the provision of debt or equity finance, in the course of a business.
Intellectual Property: Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trademarks and service marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Learner Default: has the meaning given in Clause 4.2.
Materials: means handouts, course notes and copies of presentations and includes both paper and electronic versions thereof.
Personal Data: means the data which relates to a living individual who can be identified from that data or from that data and other information and which is provided to the Supplier by the Learner.
Self-Study: study by the Learner, without direct supervision or attendance virtually or in a class.
Services: means the course(s), to be provided by the Supplier under the Contract, as set out in the Specification.
Specification: the description or specification for the Services agreed in writing by the Learner and the Supplier.
VAT: means Value Added Tax
Virtual Study: means online training services, delivered by an appropriate online platform such as Microsoft Teams.
2.1 The Supplier shall perform and deliver Learning Services to the Learner as per services specified within the Booking Form for the duration of the Agreement.
2.2 The Learning Services which the Supplier is able to provide and are subject to this Agreement, are as follows:
2.3 The Supplier shall perform the Learning Services in accordance with and subject to the terms and conditions of this Agreement.
2.4 The Supplier shall meet any performance dates for the Services specified in the Booking form.
2.5 The Learner shall provide such necessary information for the provision of the Services as the Supplier may reasonably request.
2.6 The Supplier will make reasonable endeavours to mark submitted work within 5 days of receipt, failing which this will be completed within 14 days.
2.7 Certificates which Learners attain, are provided by external third parties, can take up to 12 weeks to become available. The Supplier accepts no liability for any such delays.
2.8 The fee for any such certificates are including in the agreed fee for the Services, however if a replacement is required, the Learner will be required to pay a fee of £15.00 for each additional copy.
2.9 The Learner is permitted to request to upgrade their selected Service by making a formal request in writing to the Supplier using the following email@example.com. Any such upgrade will be solely at the Suppliers discretion, whereby if accepted, the Learner will be notified of any applicable fee.
2.10 The Supplier shall use all reasonable endeavours to meet any performance dates specified in the Booking Form, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
2.11 Services cancellation – the following terms apply in the circumstances where the Services are cancelled, as follows:
2.12 The Supplier reserves the right to amend the Specification 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 the Supplier shall notify the Learner in any such event.
2.13 To allow the Supplier to provide their Services immediately, the Learner can provide express permission for the Services to commence, thereby waiving their 14 days cooling off period rights by signing the attached authority.
3.1 The term of this Agreement shall commence on and be for the following periods:
3.2 The Learner is permitted a period of 12 months to complete any required course work and obtain the relevant certification. Failure to do so will result in a fee being required, which is the value of 25% of the selected Service.
4.1 The Learner shall:
4.2 If the Supplier’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Learner or failure by the Learner to perform any relevant obligation (Learner Default):
5.1. The Charges for the Services shall be set out in the Supplier’s online Booking Form and shall be charged in the following manner:
5.2. The Learner is permitted to pay for the Services utilising a third party Finance provider (Please note that the Supplier is not a broker and are not FCA (Financial Conduct Authority) regulated and are unable to provide any advice on finance), which will allow for the Services to be paid on a monthly basis.
5.3 If the Client cancels the contract they will be liable to pay the following fees:
5.4 All amounts payable by the Learner under the Contract are inclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where applicable, the VAT element of the invoice will be clearly specified and payment of this taxable element, is due at the same point as the Charges specified in Clause 5.1.
5.4 The Learner shall pay each invoice submitted by the Supplier by Cash, Direct Bank Transfer, Card payment or BACS (including payment via a Finance provider) in full and in cleared funds to a bank account nominated in writing by the Supplier, and time for payment shall be of the essence of the Contract.
5.6 If the Learner fails to make a payment due to the Supplier under the Contract by the due date, then, without limiting the Supplier’s remedies under Clause 8 (Termination), the Learner shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this Clause 5.6 will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
5.7 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
6.1. The Supplier warrants to the Learner that services will be performed by appropriately qualified and trained personnel.
6.2. The Supplier warrants to the Learner that any information supplied to the Learner under the Services is true, accurate and complete at the time of delivery and to the best of their knowledge and belief.
6.3. The Supplier warrants to the Learner that it will comply with all applicable regulations or other legal requirements within England and Wales concerning the performance of the Services.
6.4. Except for the warranties stated in this Section, Supplier expressly does not warrant that the operation of Services shall be uninterrupted or error-free; or that Services will operate on any system, or with any software, other than the system with which the Supplier tested such Services. Supplier does not warrant any third-party software development tools.
7.1 Nothing in the Contract shall limit or exclude the Supplier’s liability for:
7.2 Subject to Clause 7.1, the Supplier shall not be liable to the Learner, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
7.3 Subject to Clause 7.1, the Supplier’s total liability to the Learner, whether in contract, tort (including negligence), breach of statutory duty or otherwise, arising under or in connection with the Contract, shall be limited to 100% of the total charges paid under the Contract.
7.4 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and the terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
7.5 All claims against Supplier must be brought within (one) 1 year after the cause of action arises and the Client waives any statute of limitations which might apply by operation of law or otherwise.
7.6 This Clause 7 shall survive termination of the Contract.
8.1 During the term of the Contract, the Supplier shall maintain in force, with a reputable insurance company, professional indemnity insurance and public liability insurance to cover the liabilities that may arise under or in connection with the Contract and shall, on the Learner’s request, produce both the insurance certificate giving details of cover and the receipt for the current year’s premium in respect of each insurance.
9.1 Without affecting any other right or remedy available to it, either party may terminate the Contract prior to commencement by giving the other party 7 days written notice. If the Client terminates the Contract they will still be liable for the cancellation fee as per Clause 5.3.
9.2 Without affecting any other right or remedy available to it, the Client may terminate the Contract with immediate effect by providing written notice to the Supplier if:
9.3 Without affecting any other right or remedy available to it, Supplier may terminate the Contract with immediate effect by giving written notice to the other party if:
9.4 Without affecting any other right or remedy available to it, the Supplier may suspend the supply of Services under the Contract or any other contract between the Learner and the Supplier, if the Learner fails to pay any amount due under the Contract on the due date for payment, the Learner becomes subject to position stated in Clause 9.3(c) or the Supplier reasonably believes that the Client is about to become subject to it.
10.1 On termination of the Contract:
10.2 Termination or expiry of the Contract shall not affect any rights, remedies, obligations, or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
10.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.
11.1. The Learner is not permitted to commercially disseminate the Materials provided by the Supplier.
11.2. The Learner is granted a non-exclusive limited licence to use the Materials for the purposes of the Contract, however the non-exclusive licence expressly prevents the Learner from:
11.3 The Learner accepts that where a breach of the non-exclusive licence provided occurs, to claim damages alone would be insufficient and the Learner therefore agrees that in the event the licence terms are breached Supplier is entitled to pursue additional legal remedies in addition to bringing a claim for damages including but not limited to obtaining an injunction to prevent the dissemination of the Materials.
11.4 The Supplier and/or any of their employees, servants, agents, and sub-contractors shall not be liable to the Learner or any other third party for any losses or damages whatsoever or howsoever arising in connection with the Learner’s or any third party's use of the Materials.
12.1 The Learner and the Supplier acknowledge that for the purposes of General Data Protection Regulation (GDPR), the Client is the Data Controller, and the Supplier is the Data Processor in respect of any Personal Data.
12.2 The Supplier shall process the Personal Data only in accordance with the Client’s instructions from time to time and shall not process the Personal Data for any purposes other than those expressly authorised by the Learner.
12.3 The Supplier shall take reasonable steps to ensure the reliability of all its employees who have access to the Personal Data.
12.4 Each party warrants to the other that it will process the Personal Data in compliance with all applicable laws, enactments, regulations, orders, standards, and other similar instruments.
12.5 The Supplier warrants that, having regard to the state of technological development and the costs of implementing any measures, it will:
12.6 Each party agrees to indemnify and keep indemnified and defend at its own expense the other party against all costs, claims, damages, or expenses incurred by the other party or for which the other party may become liable due to any failure by the first party or its employees or agents to comply with any of its obligations under this Clause 12.
12.7 The Learner acknowledges that the Supplier is reliant on the Learner for direction as to the extent to which the Supplier is entitled to use and process the Personal Data. Consequently, the Supplier will not be liable for any claim brought by a Data Subject arising from any action or omission by the Supplier, to the extent that such action or omission resulted directly from the Learner’s instructions.
13.1 Each party undertakes that it shall not at any time during the Contract, and for a period of five years after termination of the Contract, disclose to any person any confidential information concerning the business, affairs, Learners, clients or suppliers of the other party, except as permitted by (Clause 13.2).
13.2 Each party may disclose the other party’s confidential information:
13.3 Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.
14.1 Neither party shall be liable for failure to perform, nor be deemed to be in default, under this Agreement for any delay or failure in performance resulting from causes beyond its reasonable control, including but not limited to acts of God, acts of Governmental authorities, acts of terrorism, natural catastrophe, fire, storm, flood, earthquake, riot, insurrection, civil disturbance, sabotage, embargo, blockade, acts of war, accident, epidemics, pandemics, lightning damage, electromagnetic interference, radio interference, strikes, industrial dispute, power failure or any other cause beyond its reasonable control.
14.2 In the event of such delay, the date of delivery or time of completion will be extended by a period of time reasonably necessary to overcome the effect of any such delay.
15.1 The Supplier may use the Learner’s name or mark and identify Learner as a Learner of the Supplier, on Supplier’s website and/or marketing materials. The Supplier may issue a press release, containing Learner’s name, related to any award under this Agreement.
15.2 Neither party will use the other party’s name or marks, refer to or identify the other party for any other reason, except as established in this section, without such other party’s written approval. Any approval required under this Section shall not be unreasonably withheld or delayed by either party.
16.1 The Supplier may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract. The Supplier shall have written agreement(s) with its subcontractors that contain, at a minimum, clauses that are the same as or comparable to the sections of this Agreement regarding ownership rights and confidentiality of Learner’s materials.
16.2 The Learner shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract.
17.1 All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any Learner Materials) shall be owned by the Supplier.
17.2 The Supplier grants to the Learner, or shall procure the direct grant to the Learner of, a fully paid-up, worldwide, non-exclusive, royalty-free licence during the term of the Contract, to copy the Materials (excluding materials provided by the Client) for the purpose of receiving and using the Services for the period of the Contract only.
17.3 The Client shall not sub-license, assign or otherwise transfer the rights granted in Clause 19.2
18.1. This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of England.
18.2. The parties hereby irrevocably agree to submit to the exclusive jurisdiction of the Courts of England and Wales to settle any dispute or claim (including non-contractual disputes or claims) that arises out of or in connection within this Agreement or its subject matter or formation.
19.1 Entire Agreement
The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations, and understandings between them, whether written or oral, relating to its subject matter.
A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
If any provision or part-provision of the Contract is or becomes invalid, illegal, or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
19.5 Third party rights.
To cancel your agreement, you must send a recorded email to firstname.lastname@example.org
The Consumer Contracts (Information, Cancellation and Additional Payments) Regulations 2013
By ticking this agreement, you confirm that you expressly request that the Supplier commences the Services in relation to matters which are the subject matter of this agreement before the end of any cancellation period and that you acknowledge that In the event that you should subsequently decide to cancel the contract within the cancellation period, you will be liable to pay us an amount for the supply of the service for the period up to the date on which you inform us of your decision to cancel the contract (in addition to any applicable Booking and Cancellation Fees).