1.1. The following definitions and rules of interpretation apply in this Agreement (unless the context requires otherwise).
Confidential Information:information in whatever form (including, without limitation, in written, oral, visual or electronic form or on any magnetic or optical disk or memory and wherever located) relating to the business, customers, products, affairs and finances of the relevant party for the time being confidential to that party and trade secrets including, without limitation, technical data and know-how relating to the business of the party or any of its suppliers, customers, agents, distributors, shareholders, management or business contacts.
Course:the course set out in Booking Details.Course Materials:the materials provided by the Company to the Client for the Course.
Expected Duration:the expected duration of the Course as set out in this booking form. Fees:the fees as set out in Booking Details.
Intellectual PropertyRights: patents, rights to Inventions, copyright and related rights, moral rights, trade marks, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how) 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.
Start Date:the date set out in Booking Details.
Venue: the venue as set out in Booking Details.
1.2. The headings in this Agreement are inserted for convenience only and shall not affect its construction.
1.3. A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.
1.4. The Schedule forms part of this Agreement and shall have effect as if set out in full in the body of this Agreement. Any reference to this Agreement includes the Schedule.
2. TERM OF ENGAGEMENT
2.1. The Client shall engage the Company and the Company shall provide the Course(s) on the terms of this Agreement.
2.2. Subject to Company receiving full payment of the Fee, the Course(s) shall commence on the Start Date at the Venue, unless cancelled as provided by the terms of this Agreement.
3. PAYMENT AND FEE
3.1. To secure a place at a public training Course or to secure a booking for an in-house training Course, payment must be received within seven (7) days before the Course Start Date. Payment must be received in full and Company does not accept payment plans for the Course Fees.
3.2. Payment of the Fee may be made via online payment, or via the bank account details provided on Company’s invoice to the Client.
3.3. Course Materials and log in details (if relevant) will not be issued until payment of the Fee is received by Company in full. Company reserves the right to refuse Client admittance to the Course until payment is received in full. Usernames and passwords for the log-in must be kept confidential and secure by the Client at all times. If they believe their username and password has been compromised they must inform Company as soon as possible to obtain new log in details.
3.4. Provisional bookings for the Course(s) are not permitted. Course bookings are confirmed once payment is made and the Client has received their Course booking confirmation email from the Company.
3.5. Fees quoted are correct at time of publication, but Company reserves the right to alter Fees at any time.
3.6. For the avoidance of doubt, the Fee does not include any travel costs for the Client. Car parking charges to attend the Course(s) are not included in the Fee and the Client will have to pay this expense separately. Car parking charges may vary from those listed on the Company’s website. Company is not liable for any such car parking charges.
3.7. The Fee does not include any Client expenses incurred whilst on the Course(s).
4.1. Cancellation of the Course by the Company.Company reserves the right to cancel or alter the dates or provision of the Course, the Venue and the individual or organisation providing the Course. In the event of a Course cancellation, bookings will normally be deferred to the next available Course at the same Venue (at the same Fee) unless the Client specifically requests otherwise. If the Client does not agree with the deferment the only course of action by the Client would be cancellation as set out in clause 4.2 below.
4.2. Cancellation of the Course by the Client.Client must give written notice (as listed in clause 4.3 below) to the Company if it wishes to cancel or defer a booked Course. If a Course booking is cancelled or deferred by the Client, Company reserves the right to apply the below cancellation charges based on the total Fee. These charges also apply to in-house training Courses cancelled or deferred by the Client.Notice given % of Fee credited backMore than 28 days100%15 – 28 days75%0 – 14 days50%Non-attendance without notice0%In addition, Company will charge the Client a £25 administration fee for each cancellation or deferral of a Course. The cancellation charge and admin fee will be invoiced immediately to the Client for payment.
4.3 Cancellation will only be accepted in writing by email to firstname.lastname@example.org or via Company’s cancellation form.
4.4. For cancellations/deferrals within 7 days preceding the Course Start Date, Company reserve the right to pass on any such delegate fees that they incurred for each day of the course deferral.
5.1. The Courses are bookable either online via Company’s website, or via telephone or via email at Admin@Clay-Shooter.co.uk. Once the Fee is paid Company will confirm the Course booking via email to the Client.
5.2. Client(s) acknowledge and accept that access to the Company’s website may be interrupted at times for maintenance, upgrades or repairs which may necessitate work being carried out at any time, including normal business hours, and due to events beyond Company’s reasonable control including (without limitation) any failures of telecommunications links and equipment, or loss of internet connectivity.
6. Public Training Courses
6.1. Whilst Company will try to maintain ideal numbers of delegates to trainers/tutors, this is not always possible. The final decision on number of delegates per Course is made by Company at its sole discretion. If there are insufficient number of delegates for the Course then the Company reserves the right (at its sole discretion) to cancel the Course as set out in clause 4.1 above.
6.2. Company reserves the right to deliver a Course by using one or multiple trainers/tutors. Whilst the same trainer/tutor will always be used where possible, this is not always practical.
7. In-House Training Course
7.1. For any Courses that are to be provided on the Client’s premises, the Client is liable for providing the following at the Client’s sole cost in addition to the Fee:
- A suitable training room, large enough for all attendees
- Lunch and refreshments (if applicable) including tea, coffee and water
- A projector, flipchart and pens
- Toilet and washing facilities
The trainers/tutors provided by the Company may refuse to teach the Course if the list above is not provided and Client will still be liable for the full Fee.
7.2. For any In-House Training Course the Fee will be inclusive of the trainers/tutors travel to the Client’s premises and return journey.
7.3. The Client shall provide suitable accommodation (3* or above) at the Client’s expense when the Company’s trainers/tutors are required to work at a location more than 20 miles from their usual place of work or if work is required outside of standard trading hours.
7.4. For any In-House Training Course the Client warrants to the Company that is has and shall maintain in force during the Start Date (and for a period of 12 months thereafter) professional indemnity, employers liability insurance and public liability insurance policies and shall, where reasonably required, supply to the Company copies of the policies.
7.5. Client shall provide for the Company, its trainers/tutors, agents, subcontractors, consultants and employees, in a timely manner and at no charge, access to the Client’s premises, office accommodation, data and other facilities as reasonably required by the Company in order to present the Course.
7.6. If there are insufficient number of delegates for the Course then the Company reserves the right (at its sole discretion) to cancel the Course as set out in clause 4.1 above.
8. Course Materials
8.1. Course Materials are kept under continuous review via rigorous quality procedures by the Company. However, Company cannot be held responsible for any errors or omissions in the Course materials. The Course Materials Company provides cannot be taken as comprehensive advice and should never be a substitute for legal or professional advice.
8.2. Company reserves all of its Intellectual Property Rights in the Courses and all Course Materials and all documents and recordings associated with them, and no licence is granted to the Client or others in Client’s organisation to copy, distribute, amend or permit viewing by anyone other than the Client.
8.3. The Client warrants that the receipt and use of any and all materials, information, documentation and/or items provided by or on behalf of the Client shall not infringe the rights, including any Intellectual Property Rights, of any third party.
9. Force Majeure
9.1. Neither party shall be liable to the other as a result of any delay or failure to perform its obligations under this Agreement if and to the extent such delay or failure is caused by an event or circumstance which is beyond the reasonable control of that party which by its nature could not have been foreseen by such a party or if it could have been foreseen was unavoidable a “Force Majeure”. If a party is prevented, hindered or delayed in or from performing any of its obligations under this Agreement by a Force Majeure (“Affected Party”), the Affected Party shall not be in breach of this Agreement or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly. Company cannot be held responsible for a Force Majeure that affects the running/delivery of a Course. Company will endeavour to work with the Clients to resolve any such matter to the best of Company’s ability.
9.2. Whilst Company does its best to keep Venues as listed on Company’s website, Company reserves the right to change the Venue at any time at its sole discretion. Clients will be notified of any changes to the Course Venue in writing (email to suffice) no later than 7 days before the Start Date.
10.1. Neither party shall (except in the proper course of its duties), either during this Agreement or at any time afterwards, use or disclose to any third party (and shall use its best endeavours to prevent the publication and disclosure of) any Confidential Information. This restriction does not apply to:10.1.1 any use or disclosure authorised by the disclosing party (including to its professional advisers) or required by law; or10.1.2 any information which is already in, or comes into, the public domain otherwise than through the receiving party’s unauthorised disclosure.
11. Data Protection
Except in respect of any transfer of employees of the Company to the Client pursuant to the Transfer of Undertakings (Protection of Employment) Regulations 2006 (SI 2006/246), the Client shall not, without the prior written consent of the Company, at any time from the Start Date to the expiry of 6 months after the completion of such Course(s), solicit or entice away from the Company or employ or attempt to employ any person who is, or has been, engaged as; a trainers/tutors, an employee, consultant or subcontractor of the Company in the provision of such Courses.
13.1 Nothing in this Agreement shall limit or exclude a party’s liability for: 13.1.1 death or personal injury caused by its negligence, or the negligence of its trainers/tutors, employees, agents or subcontractors; 13.1.2 fraud or fraudulent misrepresentation; or 13.1.3 breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession) or any other liability which cannot be limited or excluded by applicable law.
13.2. Save for as defined in clause 14.1, to the extent permitted by law, neither Company, its employees, contractors, sub-contractor nor its trainers/tutors will be liable by reason of breach of contract, negligence or otherwise for any loss or consequential loss occasioned to any person acting omitting to act or refraining from acting in reliance upon the Course or the Course Material or presentation of the Course or, except to the extent that any such loss does not exceed the Fee of the Course, arising from or connected with any error or omission in the Course Material or presentation of the Course. Consequential loss shall be deemed to include, but is not limited to, any loss of profits or anticipated profits, damage to reputation or goodwill, loss of business or anticipated business, damages, costs, expenses incurred or payable to any third party or any other indirect or consequential losses.
13.3. The Client shall be liable for the acts and omissions of its representatives and shall ensure that they comply in full with the obligations set out in this Agreement.
14. THIRD PARTY RIGHTS
A person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
The Client shall not, without the prior written consent of the Company, assign, transfer, mortgage, licence, subcontract or deal in any other manner with all or any of its rights or obligations under this Agreement. The Company may at any time, assign, transfer, mortgage, licence, subcontract or deal in any other manner with all or any of its rights or obligations under this Agreement.
A waiver of any right or remedy under this Agreement 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 this Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict any further exercise of that or any other right or remedy.
17. GOVERNING LAW AND JURISDICTION
17.1. This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
17.2. Each party irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).This Agreement has been executed and is delivered and takes effect on the date stated at the beginning of it.