PART 1: GENERAL TERMS AND CONDITIONS
1. INTERPRETATION
1.1. The definitions and rules of interpretation in this clause apply to these terms and conditions.
Authorised Users: The individuals that you authorise to create an account to access the Services through our the Client Portal.
Blended Content: This is a mixture of our Online Content and Face-to-Face Content.
Client Portal: The online sites or websites we create, customise or make available for you as part of the Services, in which you and any Account Users can access the Services. Please see clause 2.8 for further information.
Confidential Information: Any information that is not in the public domain and is intended to be protected from disclosure.
Controller: The natural or legal person, public authority, agency or other body which, alone or jointly with others, determines the purposes and means of the processing of personal data.
Customer: Our corporate clients to whom we provide a service. This may include a business organisation or an individual associated with a business.
Data Subject: A natural person about whom a controller holds personal data and who can be identified, directly or indirectly, by reference to that personal data.
Data Protection Legislation: All applicable data protection and privacy legislation in force from time to time in the UK.
Digital Content: All Learning Materials, information and analysis, insights, commentary and other such content which is available on our Client Portal and exists as digital data.
Face-to-Face Content: Our face-to-face consultancy services and/or training interventions whether delivered virtually (such as via online live webinars), physically or via a mixture of both.
Founder: Steve Asplen, the owner and creator of Comsensus and any related brands.
Intellectual Property Rights: Patents, rights to Inventions, copyright and related rights, trademarks, trade names, rights to use domain names, rights in get-up, goodwill and the right to sue for passing off and unfair competition, rights in designs, rights in computer software, database rights, topography rights, rights to use and preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or 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.
Learning Materials: All information delivered as part of our Services, this includes, but is not limited to: videos, audio files, explanatory documents, presentations, data, information and analysis, quizzes, surveys, assessments, assignments and any other such learning aids and materials which may be added from time-to-time.
Licence Period: The set period in which access to our Licenced Services will be granted.
Licenced Services: The aspects of our Services which will be available on a licenced basis. These Licenced Services will be subject to a bespoke agreement with the Customer and will terminate upon the cessation of the Licence Period.
Online Content: The digital content we make available when you purchase our Services and which is only accessible for a set period. This includes, but is not limited to, pre-recorded webinars, videos, documents, online modules and assessments, information and analysis, insights, reports and online activities and all Learning Materials that are provided as part of our online modules and activities or may form part as required from time-to-time.
Personal Data: Any information relating to an identified or identifiable natural person.
Personal Data Breach: A breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to Personal Data.
Privacy Policy: Our policy which outlines how we process personal data, available on our website www.comsensus.co.uk.
Processor: A natural or legal person, public authority, agency or other body which processes personal data on behalf of the Controller.
Self-Paced Module(s): Our solely online service whereby clients can access our Online Content and Learning Materials at their own pace, but which is only accessible for a set period.
Services: The service we provide which may include:
i. creating (or customising) and maintaining the Client Portal;
ii. making arrangements for Authorised Users to create accounts to access the Services through the Client Portal;
iii. access to and receipt of, our Face-to-Face Content, Online Content, Learning Materials, Blended Content, Self-Paced Modules or Learning Materials; and
iv. any other terms which we provide to the Customer on a bespoke basis to meet their specific needs. These may be detailed in a separate proposal document or in writing via other means (including email). Please note that such bespoke agreements are intended to be read as complementary to these Terms and Conditions.
Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
Vulnerability: a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability, and the term Vulnerabilities shall be construed accordingly.
1.2. "Writing" includes emails: When we use the words "writing" or "written" in these terms, this includes emails.
2. THESE TERMS
2.1. What these terms cover. These are the terms and conditions on which we make our client platform available and supply Services to you.
2.2. How these terms are set out. We have divided these terms into three parts to make them easier to read:
2.2.1 Part 1 sets out our general terms and conditions that apply to all our Services; and
2.2.2 Part 2 sets out our terms in relation to our Face-to-Face Content; and
2.2.3 Part 3 sets out our terms in relation to our Licensed Services.
You must ensure you read Part 1 together with Part 2 and Part 3, depending on which Service applies to you.
2.3. Why you should read them. Please read these terms carefully as submitting a request to purchase our Services will constitute acceptance of these terms. These terms will become a legally binding contract when either we provide written acceptance or you provide a purchase order as confirmation of your request to purchase our Services.
2.4. If we cannot accept your request for Services. If we are unable to accept your request, we will inform you of this and you will not incur any costs for Services that we cannot provide.
2.5. These terms tell you who we are, how we will provide the Services to you, how you, and we, may change or end the contract, what to do if there is a problem and other important information.
2.6. Are you a business customer or a consumer? We only provide our products to businesses for use by their Authorised Users or to individuals using our Services for professional development in connection with their trade, business or profession. By requesting to purchase our Services, you are confirming that you are using our Services as a business customer and that you are not a consumer.
INFORMATION ABOUT US AND HOW TO CONTACT US
2.7. Who we are. We are Comsensus Limited a company registered in England and Wales. Our company registration number is 10768784 and our registered office is at The White Building, 33 Kings Road, Reading, RG1 3AR. Our trading name is “Comsensus” and we also own the brand “Quickabilities”, which is a registered and protected trademark.
2.8. Client Portal. Our Client Portal comprises of the following websites: www.comsensus.co.uk; online.quickabilities.com; academy.quickabilities.com and any other sites which may use the Quickabilities.com domain name currently or in the future. These websites shall be collectively referred to as the Client Portal throughout these Terms and Conditions.
2.9. How to contact us. You can contact us by telephone on 0118 991 9123 or by writing to us at [email protected].
2.10. How we may contact you. If we have to contact you we will do so by telephone or by writing to you at the email address or postal address you provided to us when you created an account or requested to purchase our Services.
2.11. There are other terms that may apply to you. The terms of our privacy policy applies to you and provides you with information on how we process your personal data. We will notify you if we create new policies or update these terms.
SERVICES LOCATION
2.12. All of our Services are designed for use by Customers operating both locally and internationally. Please note, however, that these Terms and Conditions are governed by the law of England and Wales. We do not represent that content available on or through our Client Portal is appropriate for use, or available in, locations outside of these jurisdictions. If you or your Authorised Users are located outside of England and Wales, by continuing to access, view or make use of our Services, you hereby warrant and represent to us that these Terms and Conditions do not contravene your local laws. If this is not the case, you must immediately notify us and discontinue use of our Services.
OUR PROVISION OF THE SERVICES
2.13. We will supply the Services as described in all material aspects and we will use all reasonable endeavours to meet any performance dates we may agree, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
2.14. We warrant that we will provide the Services using reasonable care and skill.
SERVICES INFORMATION
2.15. You must not rely on information provided as part of our Services. The content of our Services is provided for general professional development only. It is not intended to amount to advice on which you should rely and should not replace your own professional judgement.
2.16. Where we provide data, information or analysis on specific businesses as part of our Learning Materials, these materials represent the views of Comsensus Limited. The views expressed do not necessarily reflect the views of the management of the business(es) under discussion. Such materials are not endorsed or otherwise supported by the management of any of the companies or organisations discussed. Nothing in the materials constitutes financial advice in any way whatsoever, nor should any data or content be relied upon for investment activities. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on our Services.
2.17. Although we make reasonable efforts to update and check that the information in our videos, webinars, training courses and Learning Materials are accurate and correct at the date of publication or presentation, we make no representations, warranties or guarantees, whether express or implied, that the information is accurate, complete or up to date.
2.18. When you create an account with us your account details are confidential. To access our Services, Authorised Users must sign up for an account and create a username and password. Authorised Users must keep this information confidential and it must not be disclosed or shared with anyone else. The information provided must be correct and kept up to date.
2.19. You will be responsible for all activities that occur with the accounts of the Authorised Users. If you suspect that an account has been compromised, please arrange for the password to be changed immediately and let us know. If we suspect that an account has been misused, we reserve the right to ask Authorised Users to change their password and we may suspend access to our Services indefinitely or until we are satisfied that the account is no longer compromised.
2.20. Content may vary. The content of our Services may vary and will be updated from time to time. Changes may be needed for different reasons, including but not limited to, updates needed to reflect changes in relevant laws and regulatory requirements, to implement technical adjustments and improvements or to provide fresh content and information.
2.21. We also reserve the right to remove any content from our Services with immediate effect and at any time. If we remove any of our Services, where possible, we will try to give you reasonable notice and replace the content without any additional costs to you.
2.22. Although we will use efforts to minimise the risk, in some circumstances we may change the content of, or be required to cancel, our Face-to-Face Content (for example, if the trainer is unavailable due to illness or injury).
2.23. Check that the Services and Learning Materials are suitable for you. Unless we agree to develop bespoke content or materials as part of our Services, our Services and Learning Materials have not been developed to meet your individual requirements. Please check that the content of the Services and Learning Materials (as described in our Client Portal and other marketing materials) meet your requirements.
2.24. We are the owner or the licensee of all Intellectual Property Rights in the content of our Services and all Learning Materials (other than Intellectual Property Rights in any materials provided by you, to be included in the Client Portal, Leaning Materials or Services). These works are protected by copyright laws and treaties around the world. All such rights are reserved.
2.25. You grant us a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials you provide to us to be used for your Authorised Users in the Learning Materials, Services or on the Client Portal, for the term of the contract.
2.26. You must not:
2.26.1. remove, modify or replicate any logo, copyright or proprietary notices, legends, symbols, labels, watermarks, signatures or any other like marks affixed to or embedded in any content on our Client Portal or our Services;
2.26.2. carry out any act or omission or permit any act or omission to take place that infringes or is likely to infringe any Intellectual Property Rights owned or used by us or our licensors; or
2.26.3. sub-license, distribute, sell, supply, modify, adapt, amend, incorporate, merge, or otherwise alter any of our Services or Learning Materials. Any Learning Materials we provide must not be shared with any third parties or copied, changed or reproduced without our prior written consent.
2.27. If you print off, copy or download any part of our Client Portal or Services, or other content in breach of these terms, your right to use our Client Portal and access our Services will cease immediately and you must, at our option, either return or destroy any copies of the content you have made.
2.28. Licence of the Learning Materials and Services. Subject to receiving full payment of the Service fees, we grant you a non-exclusive, non-transferable right, without the right to grant sub-licences, to permit you to use the Client Portal, Services and the Learning Materials for your Authorised Users as set out in these terms and conditions. The license granted under this clause 2.28 shall automatically terminate upon termination of this contract.
2.29. We will protect your Confidential Information. We will endeavour to take all necessary steps to protect your Confidential Information and you must endeavour to do the same with any of our Confidential Information that may be disclosed to you.
2.30. What will happen if you do not give required information to us. We may need certain information from you so that we can provide our Services to you. If you do not give us this information within a reasonable time of us asking for it, or if you give us incomplete or incorrect information, we may either end the contract or make an additional charge of a reasonable sum to compensate us for any extra work that is required as a result. We will not be responsible for supplying our Services late or not supplying any part of them if this is caused by you not giving us the information we need within a reasonable time of us asking for it.
PERSONAL DATA
2.31. Both parties shall comply with all applicable requirements of the Data Protection Legislation. The provisions detailed below are in addition to, and do not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation.
2.32. Without prejudice to the generality of clause 2.31, you, as the Controller, shall ensure that all necessary appropriate consents and notices in place to enable lawful transfer of Personal Data to us for the duration and purposes of this agreement.
2.33. Without prejudice to the generality of clause 2.30, we, as the Processor, shall, in relation to any Personal Data processed in connection with our performance of our obligations under this agreement:
2.33.1. process that Personal Data only on your documented written instructions unless we are required to by any law or legislation to otherwise process that Personal Data. Where we are relying on any law or legislation as the basis for processing Personal Data, we shall promptly notify you of this before performing the processing required by the law or legislation unless law or legislation prohibits us from so notifying you;
2.33.2. ensure that we have in place appropriate technical and organisational measures, 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 (those measures may include, where appropriate, pseudonymising Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
2.33.3. ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and
2.33.4. not transfer any Personal Data outside of the UK, except to our permitted suppliers as set out in our Privacy Policy who may process personal data outside of the UK, unless your prior written consent has been obtained and the following conditions are fulfilled:
2.33.4.1. we have provided appropriate safeguards in relation to the transfer;
2.33.4.2. you have enforceable rights and effective legal remedies;
2.33.4.3. 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
2.33.4.4. we comply with reasonable instructions notified to it in advance by you with respect to the processing of the Personal Data;
2.33.5. assisting you, at your cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
2.33.6. notify you without undue delay on becoming aware of a Personal Data Breach;
2.33.7. at the written direction of the Customer, delete or return Personal Data and copies thereof to the Customer on termination of the agreement unless required by any law or legislation to store the Personal Data; and
2.33.8. maintain complete and accurate records and information to demonstrate its compliance with our obligations.
2.34. By agreeing to this agreement, you consent to us appointing companies such as third party Software as a Service (SaaS) providers who supply their services to us and Google Analytics as third-party processors of Personal Data. We shall remain fully liable for all acts or omissions of any third-party processor appointed by us.
PRICING AND PAYMENT TERMS
2.35. Service price. We will provide you with a quotation setting out the costs of the Services, the costs may be subject to change as set out in these terms and conditions.
2.36. When payments are due. We will provide an invoice stating the fees due to us for the Services plus VAT and any other applicable charges, you must pay our invoice within 30 days of the date of our invoice in full and in cleared funds to a bank account nominated by us in writing, and time for payment shall be of the essence of the contract.
2.37. We will pass on changes in the rate of VAT. If the rate of VAT changes between your order date and the date we issue our invoice, we may adjust the rate of VAT that you pay, unless you have already paid for the Services in full before the change in the rate of VAT takes effect.
2.38. What happens if we got the price wrong. It is always possible that, despite our efforts, we refer to the incorrect pricing of our Services. We will normally check prices before accepting your request so that, where the correct price at your order date is less than our stated price at your order date, we will charge the lower amount. If the product's correct price at your order date is higher than the price stated to you, we will contact you for your instructions before we accept your order. If we accept and process your order where a pricing error has occurred, we reserve the right to end the contract upon written notice to you and refund you any sums you have paid.
2.39. What to do if you think a price is wrong. If you think a price is wrong please contact us as soon as possible to let us know and we will investigate this for you.
2.40. We can charge interest if you pay late. If you do not make any payment to us by the due date we may charge interest to you on the overdue amount at the rate of 4% a year above the base lending rate of Barclays Bank from time to time, but at 4% a year for any period when that base rate is below 0%. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You must pay us interest together with any overdue amount.
2.41. You must pay all amounts due to us under these terms in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
YOUR RIGHTS TO MAKE CHANGES
2.42. If you wish to make a change to the Service we are providing please contact us. We will let you know if the change is possible. If it is possible we will let you know about any changes to the price of the Service, the timing of delivery or anything else which would be necessary as a result of your requested change and ask you to confirm whether you wish to go ahead with the change.
YOUR RIGHTS TO END THE CONTRACT
2.43. Ending the contract because of something we have done or are going to do. If you are ending a contract for a reason set out at 2.42.1 to 2.42.3 below you can end the contract by providing us written notice and we will refund you in full for any Services which we have not provided. This is the sole remedy you will have under these terms and conditions. The reasons are:
2.43.1. we have told you about an error in the price or description of the Services we are providing and you do not wish to proceed;
2.43.2. we have suspended supply of our Services for technical reasons, or notify you we are going to suspend them for technical reasons, in each case for a continuous period of more than 6 weeks; or
2.43.3. you have a legal right to end the contract because we have breached these terms.
2.44. Subject to clause 2.42, you cannot end the contract after we have accepted your request for the Services.
2.45. Tell us you want to end the contract. To end the contract with us, please let us know by telephone: 0118 991 9123 or email: [email protected]. Please provide your name, details of the Services and, where available, your phone number and email address.
2.46. How we will refund you. If you are entitled to a refund under these terms we will refund you to the method you used for payment as soon as reasonably possible. However, we may make deductions as described below at clause 2.47.
OUR RIGHTS TO END THE CONTRACT
2.47. We may end the contract if you break it. We may end the contract and stop your access to or provision of the Services, at any time by writing to you if:
2.47.1. you do not make any payment to us when it is due and you still do not make payment within 10 days of us reminding you that payment is due;
2.47.2. you do not, within a reasonable time of us asking for it, provide us with information that is necessary for us to provide the Services;
2.47.3. you do not, within a reasonable time, allow us access to your premises to supply the Services; or
2.47.4. we believe at our sole discretion:
2.47.4.1. you have breached any of these terms and conditions; or
2.47.4.2. you have demonstrated inappropriate conduct in the use of our Client Portal or any other of our Services.
2.48 You must compensate us if you break the contract. If we end the contract in the situations set out in clause 2.46 we will refund any money you have paid in advance for Services we have not provided but we may deduct or charge you reasonable compensation for the net costs we will incur as a result of your breaking the contract. You must also indemnify us for any breach of these terms in accordance with clause 2.56.
2.49. We may withdraw the Service. We may write to you to let you know that we are going to stop providing a Service. We will use our reasonable efforts to provide you with 4 weeks’ notice before we stop the Service and will refund any sums you have paid in advance for any part of the Service which will not be provided.
IF THERE IS A PROBLEM
2.50. We make all reasonable efforts for our Client Portal and the Services to be error-free. However we do not warrant that your use will be uninterrupted or error-free, or that our Services meet your requirements or that our Client Portal, Digital Content or Learning Materials will be free from Vulnerabilities or Viruses.
YOUR RESPONSIBILITIES WHEN USING OUR CLIENT PORTAL AND OUR SERVICES
2.51. You must not link to our Client Portal or any part of it without our prior written consent and it must not be framed on any other website or application.
2.52. We may, from time-to-time, allow your site to directly link to our Client Portal via Single Sign On (SSO). In such cases, the provisions in clause 2.51 will not apply where they contradict this right. We reserve the right to withdraw this capability should we feel that it has been misused.
2.53. Where we link to other sites and resources provided by third parties, these links are provided for your information only. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them. We have no control over the contents of those sites or resources.
2.54. Acceptable use restrictions. You must not use our Services, Learning Materials or Client Portal:
2.54.1. In an unlawful manner, for any unlawful purpose, or in any manner inconsistent with these terms, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, such as viruses, or harmful data; or
2.54.2. not transmit any material that is defamatory, immoral, offensive or otherwise objectionable.
2.55. You are responsible for configuring your information technology, computer programmes and platform to access our Client Portal and our Services. You should use your own virus protection software.
2.56. You must not misuse any of our websites by knowingly introducing Viruses, logic bombs or other material that is malicious or technologically harmful. You must not attempt to gain unauthorised access to our Client Portal, software, the server on which our sites are stored or any server, computer or database connected to our Client Portal or Services. You must not attack our Client Portal or Services via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our Client Portal and our Services will cease immediately.
2.57. You shall not conduct, facilitate, authorise or permit any text or data mining or web scraping in relation to our Client Portal, software or any Services provided via, or in relation to, our Client Portal and other related products. This includes using (or permitting, authorising or attempting the use of):
2.57.1. any "robot", "bot", "spider", "scraper" or other automated device, program, tool, algorithm, code, process or methodology to access, obtain, copy, monitor or republish any portion of the Client Portal or any data, content, information or services accessed via the same; or
2.57.2. any automated analytical technique aimed at analysing text and data in digital form to generate information which includes but is not limited to patterns, trends and correlations.
The provisions in this clause should be treated as an express reservation of our rights in this regard, including for the purposes of Article 4(3) of Digital Copyright Directive ((EU) 2019/790). This clause shall not apply insofar as (but only to the extent that) we are unable to exclude or limit text or data mining or web scraping activity by contract under the laws which are applicable to us.
2.58. You agree to indemnify us, including our respective officers, directors, employees, agents, information providers and licensors, parent companies, subsidiaries, affiliates on demand against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by us arising out of or in connection with your breach, or a breach by an Authorised User, of any of these terms and conditions or misuse of our Services.
OUR RESPONSIBILITY FOR LOSS OR DAMAGE SUFFERED BY YOU
2.59. Force majeure. We shall have no liability to you under these terms if we are prevented from or delayed in performing our obligations under this contract, or from carrying our business, by acts, events, omissions or accidents beyond our reasonable control, including, without limitation, pandemic, epidemic, death of Founder, cessation of business either due to death or critical illness of the Founder, strikes, lock-outs or other industrial disputes (whether involving our workforce or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that we notify you of such an event and its expected duration.
2.60. Nothing in these terms shall limit or exclude our liability for any matter in respect of which it would be unlawful for us to exclude or restrict liability, including:
2.60.1. death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors (as applicable); or
2.60.2. fraud or fraudulent misrepresentation.
2.61. Subject to clause 2.60, we exclude all implied conditions, warranties, representations or other terms that may apply to our Client Portal or Services.
2.62. Subject to clause 2.60:
2.62.1. we shall not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise (even if foreseeable), for any loss of profit, or any indirect or consequential loss arising under or in connection with any contract between us; and
2.62.2. our total liability to you for all other losses arising under or in connection with any contract between us, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to the total sums paid by you for the Services under such contract
HOW TO END THE CONTRACT
2.63. Without affecting any other right or remedy available to it, either party may terminate this agreement by giving the other party 3 months' written notice.
2.64. Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if:
2.64.1. the other party commits a material breach of any term of this agreement and (if such a breach is remediable) fails to remedy that breach within 7 days of that party being notified in writing to do so;
2.64.2. the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business;
2.64.3. the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or substantial part of its business; or
2.64.4. the other party’s financial position deteriorates to such an extent that in the terminating party’s reasonable opinion the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
2.65. Without affecting any other right or remedy available to it, we may terminate this agreement with immediate effect by giving written notice to you if:
2.65.1. you fail to pay any amount due under this agreement on the due date for payment; or
2.65.2. your business changes control or ownership.
2.66. We may suspend the supply of the Services if:
2.66.1. you fail to pay any amount due on the due date;
2.66.2. you become subject to any of the events listed in clause 2.64.3 or 2.64.4; and
2.66.3. we reasonably believe that you are about to become subject to any of the events listed in 2.64.4.
THE CONSEQUENCES OF ENDING THE CONTRACT
2.67. On ending this agreement:
2.67.1. You shall immediately pay to us all of our outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, we shall submit an invoice, which shall be payable by you immediately on receipt;
2.67.2. You shall return all Learning Materials or any other deliverables which are under your care but which belong to us. If you fail to do so, then we may take steps to recover them. Until they have been returned, you shall be solely responsible for their safe keeping and you shall not use them for any purpose outside of this agreement.
2.68. The termination of this agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of this agreement which existed at or before the termination date.
2.69. Any provision of this agreement that is intended to come into or continue in force or on or after termination of this agreement shall remain in full force and effect.
OTHER IMPORTANT TERMS
2.70. This is our entire agreement with you. These terms and conditions constitute the entire agreement between us in relation to you using our Services. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of us which is not set out in these terms and that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these terms.
2.71. We may transfer this agreement to someone else. We may transfer our rights and obligations under these terms to another organisation. We will tell you in writing if this happens.
2.72. Nobody else has any rights under this contract. This contract is between you and us. No other person shall have any rights to enforce any of its terms and neither of us will need to get the agreement of any other person in order to end the contract or make any changes to these terms.
2.73. If a court finds part of this contract illegal, the rest will continue in force. Each of the clauses of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining clauses will remain in full force and effect.
2.74. Even if we delay in enforcing this contract, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. For example, if you miss a payment and we do not chase you but we continue to provide the product, we can still require you to make the payment at a later date.
2.75. Which laws apply to this contract and where you may bring legal proceedings. Any dispute or claim arising out of or in connection with a contract between us or its subject
PART 2: FACE-TO-FACE CONTENT
3. This Part 2 refers to the Face-to-Face Content we provide. Our training courses may be provided in a physical setting, by webinars or any other form of streaming service.
3.1. Training courses. We will work with you to agree on what skills and information should be taught as part of the Face-to-Face Content and we will agree scheduled dates, times and locations in which this Service will be performed.
3.2. Subject to your needs, we will agree with you any travel requirements and estimated expenses. Such expenses will be charged to you at the point at which they are incurred by us. Settlement of these costs is due immediately upon your receipt of our invoice.
3.3. Changes to our courses and webinars. We reserve the right to amend the courses where it's unavoidable or to make other minor changes that may be necessary due to unforeseen circumstances.
3.4. We reserve the right to cancel. We may cancel any Face-to-Face Content Service, if it becomes necessary to do so. In the event of this happening we will notify you as soon as possible and we will offer you the opportunity to reschedule the Service.
3.5. We will not be responsible for any loss incurred by you as a result of cancellation or rescheduling of any Face-to-Face Content.
PART 3: LICENCED SERVICES
4. This Part 3 refers to the Licenced Service that we offer. We do not offer all our Services on a licenced basis. However, we can offer it where relevant or if necessary to meet Customer requirements.
4.1. Upon request, we will provide a bespoke Customer-specific proposal for our Licensed Services. This will include information on which Services are available, the fees due and the duration of the licence.
4.2. Any of our Licenced Services are provided on a time specific basis as stated in our bespoke agreement with you. Please note that access to our Licenced Services will be automatically terminated at the end of the Licence Period. We are not obligated to provide written notice of any such termination.
These terms and conditions were last updated on [6 January 2023].