Terms and conditions

Terms and Conditions for the provision of In-House Training and Development Services

The following terms and conditions (Conditions) apply to purchasers of our in-house training and development services in the course of their business or organisation’s activities.

 

These Conditions do not apply to individual consumers of our services.

We are KiPeople Consulting Limited t/a Crisp Professional Development (we, us, our, Crisp), whose trading office is at Pynes Hill Business Centre, Maximus House, Pynes Hill, Exeter, EX2 5JL (UK company number 07900483).

 

1                 Definitions and interpretation

1.1             The following definitions and rules of interpretation apply to these Conditions:

Affiliate - means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with, another entity;
Cancellation - has the meaning provided in Clause 14.1;
Change - means any change to these Conditions, or any change to the Services or to any Orders, provided that it has been agreed in accordance with the Change Control Procedure;
Change Control Procedure - means the process by which any Change is agreed as set out in clause 8;
Change Request - means a request submitted by a party to effect a Change, in the form described in clause 8.3;
Commencement Date - means the date upon which either you agree to these Conditions (subject to any Changes), or the date on which an Order is agreed with you and us, whichever is earlier;
Confidential Information - means information that is confidential in nature concerning either party and/or its Affiliates (including (to the extent confidential) any details of business, affairs, customers, personnel, clients, suppliers, plans or strategy) which is provided or made available to the Receiving Party under or in connection with the Contract; but not including the fact that we provide or have provided services to you, or any positive feedback given to us in relation to the Services;
Contract - has the meaning given in clause 2.2;
Crisp IPR - means Intellectual Property Rights of Crisp (or its third-party provider) existing prior to the Commencement Date, or created by Crisp (or its third-party provider) after the Commencement Date, or have been created either in the course of the Services or outside of the provision of the Services, which may be used by Crisp in the provision of the Services;
Crisp Personnel - means all employees, officers, staff, other workers, agents and consultants of Crisp, its Affiliates and any of their subcontractors who are engaged in the performance of the Services from time to time;
Customer - means you, the legal personality of the organisation that is responsible for the purchase of our in-house training and development services, whether a corporate body, individual sole trader or partnership, or otherwise;
Customer Materials - means any materials, information, documents, data, tools, equipment or other items owned by the Customer or its Affiliates and provided to Crisp relating to the Services;
Data Protection Legislation - means all applicable laws and regulations relating to the protection of personal data and the privacy of individuals as may be amended, extended, re-enacted or replaced from time to time, including, (where applicable):

(a) UK GDPR -  the Data Protection Act 2018 (“DPA 2018”) (and regulations made thereunder); the Privacy and Electronic Communications Regulations 2003 (SI 2003 No. 2426) as amended; or

(b) EU GDPR - General Data Protection Regulation ((EU) 2016/679),

along with the guidance and codes of practice issued by the UK's Information Commissioner, EU Commission or other relevant regulatory authority (as applicable to a party);
Delegates - The Customer’s employees, officers or Representatives who are attending or engaged in directly receiving the benefit of our Services under a Programme;
Delivery Date - means a date under a relevant Order on or by which we shall perform, or procure the performance of, the Services or part of them;
Delivery Location - means the location set out in the relevant Order at which we shall perform, or procure the performance of, the Services; and any other location at which the Services may be performed;
Expenses - means the expenses that shall be reimbursed to us, by you, in relation to a Programme, as has been agreed in an Order;
Force Majeure - has the meaning given in clause 18;
Good Industry Practice - in relation to the Services provided by us, means the exercise of that degree of care, professionalism, skill, diligence, prudence and foresight which would reasonably and ordinarily be expected from a skilled and experienced person or company engaged in the same type of activity under the same or similar circumstances;
Intellectual Property Rights - means copyright, rights related to copyright such as moral rights and performers’ rights, patents, rights in inventions, rights in confidential information, Know-how, trade secrets, trademarks, geographical indications, service marks, trade names, design rights, rights in get-up, database rights, databases, domain names, business names, rights in computer software, the right to sue for infringement, unfair competition and passing off, and all similar rights of whatever nature and, in each case: (i) whether registered or not; (ii) including any applications to protect or register such rights; (iii) including all renewals and extensions of such rights or applications; (iv) whether vested, contingent or future; and (v) wherever existing;
Know-how - means inventions, discoveries, improvements, processes, manuals, instructions, designs, information relating to customers and suppliers (whether written or in any other form and whether confidential or not);
Order - means an agreed Programme Outline in accordance with clause 4;
Payment Date(s) - means the date upon which any Price, Expenses, or part Price or Expenses is due to be paid to us by you in accordance with the Payment Terms;
Payment Terms - means the agreed arrangements, including any instalments and Payment Dates, for the payment of any Prices or Expenses in relation to our Services under any Programme, as set out in an Order or under Clause 9.11;
Policies - means the Customer’s policies that are referenced in an Order or otherwise notified to Crisp, provided that copies of such policies have been provided to Crisp with sufficient advance notice and that it is reasonable for Crisp to be expected to comply with such policies;
Price(s) - means the price of any of the Services determined under clause 9;
Programme - means the activities, timetable and sequence of modules, sessions and events which we have agreed to deliver as Services pursuant to an Order;
Programme Outline - means the detailed proposed activities, timetable, dependencies and sequence of modules, sessions and events which we would perform, or procure the performance of, when delivering the Services if agreed between the parties pursuant to clause 4.3;
Programme Specification - means the part of an Order which sets out and records the detailed activities, timetable, dependencies and sequence of modules, sessions and events which we shall perform, when delivering the Services;
Receiving Party - Means the party, either you or us, who receives Confidential Information from the other party;
Representatives - Each party’s employees, officers, representatives, subcontractors or advisers;
Services - means, as the context requires: (i) generally, the types of services listed in Schedule 1 which the Customer may order from time to time in accordance with these Conditions; or (ii) specifically, the particular services supplied to the Customer by Crisp pursuant to an Order;
Term - has the meaning given in clause 2.2
Termination Date - means a date that has been agreed in writing between the parties as a Change, in accordance with clauses 8 and 21, as the date upon which the Contract will automatically terminate under clause 15.1.2;
VAT - means value added tax as defined by the Value Added Tax Act 1994 (or equivalent sales tax);
You - Means the Customer;

1.2             In these Conditions:

1.2.1        a reference to these Conditions includes its schedules;

1.2.2        a ‘party’ is a party to the Contract, and a ‘third party’ is someone who is not a party to the Contract;

1.2.3        a reference to a ‘party’ includes that party’s personal representatives, successors and permitted assigns;

1.2.4        a reference to a ‘person’ includes a natural person, corporate or unincorporated body (in each case whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns;

1.2.5        a reference to a statute or statutory provision is a reference to it as amended or re-enacted and includes all subordinate legislation made under that statute or statutory provision;

1.2.6        a reference to writing or written includes email but excludes fax;

1.2.7        words imparting the singular include the plural and vice versa and references to a gender include all other genders;

1.2.8        any words that follow ‘include’, ‘includes’, ‘including’, ‘in particular’ or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words; and

1.2.9        the clause, schedule or other headings in these Conditions are included for convenience only and shall have no effect on the interpretation of the Conditions;

2                 Your contract with us

2.1             These Conditions apply if you place an Order, or if you otherwise signify your agreement to these Conditions (subject to any Changes).

2.2             You agree to be bound by these Conditions from the Commencement Date (the Contract), and shall continue to be bound by these Conditions until the Contract is terminated in accordance with clause 15 or 18.3 (the Term).

2.3             These Conditions apply to the exclusion of any other terms that you may seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

2.4             Any obligation on you to do something, includes an obligation on you to ensure that, your employees, agents and contractors do that thing; and any obligation on you not to do something, includes an obligation on you to procure that, your employees, agents and contractors do not do that thing.

2.5             Subject to clause 2.6, any additional or altered terms will only apply if specified and agreed within an Order, or under a Change.

2.6             We reserve the right to amend these Conditions from time to time. We shall provide you with reasonable notice of any changes made.

3                 Services

3.1             We will provide you with Services in accordance with such Orders as are agreed between you and us from time to time.

3.2             The Services we offer may vary from time to time. Schedule 1 sets out a list of the types of service we currently offer, but different or adapted Services may be agreed with you under an Order.

3.3             You are solely responsible for ordering Services which are relevant for your intended purposes, including with regard to any territories in which your organisation or business operates, and the laws and regulations with which your organisation or business must comply.

3.4             You acknowledge and agree that we will be entitled, at any time, to:

3.4.1        make changes to the Crisp Personnel responsible for delivering any part of a Programme or the Services; and/or

3.4.2        update, change or replace any training materials related to the Services,

as may be reasonably required from time to time, including due to circumstances outside of our control. When reasonably possible, will give notice of any such updates, changes or replacements, but we reserve the right to make such changes without prior notice.

 

4                 Orders

4.1             You may at any time request a Programme Outline from us substantially in the form set out in Schedule 2 or in any other form that we may agree in writing from time to time.

4.2             Your request for Services shall not constitute an Order until we have agreed a Programme Outline.

4.3             The process for agreeing a Programme Outline is as follows:

4.3.1        We shall discuss what services may be required and (provided it is appropriate to provide those services) we will provide you with a corresponding draft Programme Outline.

4.3.2        each party shall provide all necessary information, support and assistance as may be reasonably required by the other party from time to time in considering the draft Programme Outline.

4.3.3        we shall update and amend the draft Programme Outline from time to time as reasonably required to reflect the parties’ discussions in finalising the Programme Outline.

4.3.4        the final Programme Outline constitutes an offer by us to provide you with Services. We shall notify you of how long that offer will remain open for acceptance by you. Your agreement to the final Programme Outline within the period while the offer remains open, constitutes an acceptance of that offer.

4.3.5        if you do not accept the final Programme Outline within the specified period while the offer remains open, that offer shall be automatically withdrawn. A further final Programme Outline may be offered, or the period for acceptance may be extended, at our discretion.

4.3.6        if we cannot agree the Programme Outline, then no Order is created in respect of those requested services (unless and until an alternative Programme Outline is agreed).

4.3.7        both parties shall sign the final Programme Outline when it is agreed, to formalise the agreement between you and us, and the signed Programme Outline shall complete and constitute the Order (the Order).

4.4             Neither party is obliged to agree to any particular part of any Programme Outline and each party may reject or accept any request relating to a Programme Outline at its sole discretion.

4.5             A Programme Outline shall not constitute a binding obligation on either party until such time as both parties have signed it and it becomes an Order.

4.6             Each Order shall form part of the Contract, and shall be interpreted in accordance with the provisions of these Conditions (and shall not constitute a separate contract).

4.7             Unless otherwise set out in the Order, each Order shall commence on the date the Order is signed by the final party to sign it and shall be deemed to have been completed on the date all Services under it have been performed, and payment has been made by you in respect of those Services, subject to and in accordance with the terms of the Order and these Conditions.

4.8             No variation to an Order shall be binding unless expressly agreed in writing and signed by both parties, in accordance with the provisions of clauses 8 and 21.

5                 Our obligations

5.1             We shall provide the Services:

5.1.1        in accordance with each Order;

5.1.2        with reasonable care, skill and professionalism; and

5.1.3        in accordance with Good Industry Practice.

5.2             We shall (and shall procure that Crisp Personnel shall):

5.2.1        co-operate with you to the extent reasonably necessary in relation to the performance of the Services;

5.2.2        provide all information reasonably requested by you in relation to the provision of the Services;

5.2.3        use the Delivery Location in a reasonable manner and for the sole purpose of providing the Services;

5.2.4        comply with the Policies in all material respects, provided it is reasonable and practical for us to do so.

5.3             We shall perform the Services in accordance with any dates for performance specified in the Programme Specification.

5.4             We reserve the right to change Crisp Personnel responsible for delivering the Services at any time and/or to change any course materials relevant to those Services, including those that have been specified in an Order provided that such changes do not materially deviate from the Programme Specification.

5.5             We reserve the right to postpone or amend any modules or sessions stated in the Programme Specification to the extent that it is reasonably necessary.

5.6             We do not warrant that any content created by us or any third parties, or any course materials related to our Services will be complete or error free. No responsibility is accepted for inaccuracies or mistakes in the information, or for any loss or damage that may result from its use.

5.7             Unless expressly stated, our Services are not accredited by a regulatory body and do not serve as a recognised qualification.

5.8             Other than as expressly and specifically set out in these Conditions (and subject to clause 12.5) all conditions, warranties, and terms, whether express or implied by statute, common law or otherwise (including in each case any implied conditions, warranties, or terms relating to quality, fitness for any particular purpose, reasonable care and skill or ability to achieve a particular result) are excluded to the fullest extent allowed by applicable law.

6                 Relief

6.1             We shall not be liable for any failure to comply or any delay in complying with any obligations under these Conditions to the extent the failure or delay is caused by your actions, inaction, or delay. We shall not be in breach of contract in such circumstances (and you shall not be entitled to exercise any rights you would have had under these Conditions (or otherwise) in respect of such failure or delay).

6.2             Where clause 6.1 applies, we shall:

6.2.1        promptly notify you of the situation; and

6.2.2        use reasonable endeavours to perform the affected obligations notwithstanding the circumstances.

7                 Your obligations and warranties

7.1             You will:

7.1.1        provide reasonable co-operation and assistance to us in respect of the provision of the Services;

7.1.2        properly prepare, and make available and accessible to us (and Crisp Personnel), the Delivery Location to the extent reasonably necessary for the provision of the Services;

7.1.3        obtain and maintain all necessary licences, permits and consents required to enable us to perform the Services for you at the Delivery Location (if any);

7.1.4        provide all Customer Materials to us as are reasonably necessary for the provision of the Services;

7.1.5        ensure that all such Customer Materials are suitable and reasonably fit for purpose for the performance of the Services;

7.1.6        ensure that all Delegates comply with our reasonable instructions and behave in a professional, respectful and responsible manner in the course of the Programme. We reserve the right, at our discretion, to remove any Delegate from any Programme without any compensation or refund if we believe that their behaviour is not professional, respectful and responsible.

7.1.7        notify us in advance of any specific dietary, disability and health requirements of any Delegates and ensure that they have been made fully aware and have agreed to such information being provided to us;

7.1.8        ensure that all required facilities, including presentation equipment, pens, stationery and such other things as we may agree, are appropriate, suitable and available at each Delivery Location. You are responsible for the health and safety of all Delegates and Crisp Personnel at the Delivery Location.

7.2             You warrant that:

7.2.1        You have the right, power and authority to accept these Conditions; and

7.2.2        Our use of the Customer Materials in accordance with these Conditions does not and will not infringe the Intellectual Property Rights of any third party.

8                 Change control procedure

8.1             Either party may request a Change to these Conditions or an Order by submitting a Change Request.

8.2             A Change Request shall be submitted by the party requesting the Change to the other party. Such Change shall be subject to the parties agreeing the Change Request in writing (such agreement not to be unreasonably withheld or delayed) and will not take effect until the Change Request is signed by both parties in accordance with clause 21.

8.3             Each Change Request shall conform to the following requirements. Each Change Request must:

8.3.1        be in writing and be dated;

8.3.2        include a clear description of the requested change;

8.3.3        make express reference to the specific provision or part of these Conditions, an Order, or the Contract, to which the requested change relates;

8.3.4        state the date upon which the change will take effect; and

8.3.5        be accompanied by an explanation of why the change is requested.

8.4             Until such Change is made in accordance with clause 8.2, the parties shall, unless otherwise agreed in writing, continue to perform their obligations in compliance with these Conditions prior to such Change.

8.5             Any discussions which may take place between the parties in connection with a request before the agreement of a resultant Change shall be without prejudice to the rights of either party.

9                 Prices and payment

9.1             The Price payable by you in respect of each Service within an Order shall be set out in that Order (the Price(s)).

9.2             You shall pay the Prices for the Services in accordance with the provisions of this clause 9 and the terms of the relevant Order.

9.3             All Prices are exclusive of VAT, which (if applicable) shall be paid in addition by you subject to receipt of a valid VAT invoice.

9.4             Any Expenses which are stated in an Order as being payable by you, shall be reimbursed by you subject to receipt of an appropriate invoice.

9.5             We shall invoice you in respect of each Order in accordance with the invoicing terms set out in the Order and otherwise in accordance with the provisions of the Contract.

9.6             You shall pay any invoices issued by us, in full and in cleared funds to the bank account nominated by us, in accordance with the Payment Terms.

9.7             If any sums due under the Contract are not paid in full by the relevant Payment Date:

9.7.1        we may, without limiting our other rights, charge interest on such sums at 8% a year above the base rate of Barclays Bank Plc from time to time in force; and

9.7.2        interest shall accrue on a daily basis and shall apply from the Payment Date until actual payment in full.

9.8             You shall not be entitled to any refund or discount for any failure by a Delegate to attend (including any late attendance) any part of a Programme (for any reason).

9.9             Any Price or Expenses which are stated in an Order as being payable by you, shall remain payable by you in the event of a Cancellation by you.

9.10          Subject to any Payment Terms set out in an Order, in the absence of any or sufficient details in an Order the following shall apply as the Payment Terms:

9.10.1     If you supply a valid purchase order immediately upon the agreement of the Order:

(a)              Subject to clause 9.10.1 (b), we shall raise and deliver to you an invoice for 50% of the Prices set out in that Order, immediately upon agreeing the Order, to be paid by you within thirty days of your receipt of that invoice, and the Payment Date for those sums shall be thirty days from your receipt of that invoice from us.

(b)              If the Delivery Date is less than 30 days from the date of agreeing the Order, we shall raise an invoice for 100% of the Prices set out in that Order.

(c)              We shall raise and deliver to you such further invoice(s) for the remaining value of the Prices and any relevant Expenses set out in the Order, immediately upon delivery (or Cancellation, if appropriate) of the part of the Programme or the Services to which those Prices or Expenses relate, to be paid by you within thirty days of your receipt of that invoice, and the Payment Date for those sums shall be thirty days from your receipt of that invoice from us.

9.10.2     If you do not supply a valid purchase order immediately upon the agreement of the Order:

(a)              We shall raise and deliver to you an invoice for the full value of the Prices set out in that Order, immediately upon agreeing the Order, to be paid by you within thirty days of your receipt of that invoice, and the Payment Date for those sums shall be thirty days from your receipt of that invoice from us.

(b)              We shall raise and deliver to you such further invoice(s) for any relevant Expenses set out in the Order, immediately upon delivery (or Cancellation, if appropriate) of the part of the Programme or the Services to which those Expenses relate, to be paid by you within thirty days of your receipt of that invoice, and the Payment Date for those sums shall be thirty days from your receipt of that invoice from us.

10              Data protection

10.1          We will comply with all applicable Data Protection Legislation in the performance of the Services.

10.2          You will comply with all applicable Data Protection Legislation in the performance your obligations under these Conditions or in the course of receiving the Services.

10.3          In the course of providing the Services to you we may hold personal data about you, your staff and other people you work with. We will use such personal data to provide the Services to you and only for that purpose.

10.4          You and (where applicable), your employees, agents and contractors have various rights relating to their personal data which is processed by us. Details of such rights and how to exercise them are set out in our privacy policy, the latest version of which shall always be available upon request.

10.5          The data we collect from you may be transferred to and stored at a destination outside the European Economic Area (‘EEA’). We may use third party service providers that process personal data outside the EEA. We will require third party data processors to put in place suitable measures to protect your personal data.

10.6          We may retain your information, including personal data after the Contract has ended. We have a legal justification for this transfer, storage or processing of data provided to or held by us on the basis of our legitimate interests, and we shall only retain such information as is necessary for our legitimate interests.

10.7          Where applicable, you will obtain the consent of your employees, agents and contractors to pass their personal data to us; and for us to use and disclose their personal data for any purpose reasonably necessary in our performance of the Services.

11              Intellectual property rights

11.1          Subject to the remainder of this clause 11, no Intellectual Property Rights of either party are transferred or licensed as a result of the provision of the Services or these Conditions.

11.2          Crisp (or its third-party licensors) shall retain ownership of the Crisp IPR.

11.3          The Customer (or its Affiliates) shall retain ownership of the Customer Materials (and all Intellectual Property Rights therein).

11.4          Crisp grants the Customer a non-exclusive, non-transferable (save to its Affiliates), non-sub-licensable (save to Affiliates), perpetual and royalty-free licence to use the Crisp IPR to the extent reasonably necessary to enable the Customer to make use of the Services in accordance with these Conditions, or for the Customer’s internal business use only.

11.5          You must not:

11.5.1     copy, adapt, modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, display, or in any way exploit any of the Crisp IPR, in whole or in part;

11.5.2     translate, adapt, modify, add to, decompile, disassemble, reverse-engineer, correct (or attempt to correct) errors in, or create derivative works from, all or any part of the Crisp IPR;

11.5.3     tamper with, obscure, remove or deface any trademarks, trade names, logos or service marks which appear in any Crisp IPR;

11.5.4     permit any third party (other than your employees to whom we provide the Services) to download, access, view, use and/or copy any Crisp IPR, and you must not carry out any such activities on behalf of any third party; or

11.5.5     share the Crisp IPR with any third party (other than your employees to whom we provide the Services) unless expressly agreed by us in writing;

other than expressly provided for in these Conditions or an Order.

11.6          You must not cause or permit anything to happen in relation to the Crisp IPR that may harm, damage or endanger the Intellectual Property Rights of ours or any third party supplier of ours (whether in connection with the Services or otherwise).

11.7          You must notify us immediately on becoming aware of any claim by any third party that any of the Crisp IPR infringe any Intellectual Property Rights of any third party.

11.8          The Customer grants Crisp a non-exclusive, non-transferable, non-sub-licensable (save to subcontractors) and royalty-free licence during the Term to use the Customer Materials (including the Intellectual Property Rights therein) to the extent reasonably necessary to provide the Services.

11.9          Notwithstanding clauses 11.3 and 11.8, and without prejudice to clause 11.2, Crisp may use any general Know-how acquired, developed or used in connection with the Services for its ordinary business purposes provided that this shall not extend to Know-how which constitutes Confidential Information of the Customer (for which the provisions of clause 16 shall apply).

 

12              Limitation of liability

12.1          Subject to clauses 12.4 and 12.5, our liability under or in connection with each Order shall not exceed the value of that Order; and total liability of Crisp under or in connection with the Contract shall not exceed the combined value of the Services or Orders to which such liability relates.

12.2          Subject to clauses 12.4 and 12.5, neither party shall be liable for any consequential, indirect or special loss.

12.3          Subject to clauses 12.4 and 12.5, neither party shall be liable for any of the following (whether direct or indirect):

12.3.1     loss of profit;

12.3.2     loss of revenue;

12.3.3     loss of contract;

12.3.4     loss of commercial opportunity; and/or

12.3.5     harm to reputation or loss of goodwill.

12.4          The limitations and exclusions of liability in favour of you set out in clauses 12.2 and 12.3 shall not apply in respect of your obligation to pay the Prices or the Expenses (and any interest and expenses properly incurred and) owed by you under the Contract.

12.5          Notwithstanding any other provision of these Conditions, the liability of the parties shall not be limited or excluded in any way in respect of the following:

12.5.1     death or personal injury caused by negligence;

12.5.2     fraud or fraudulent misrepresentation;

12.5.3     any other liability which cannot be excluded or limited by applicable law.

13              Postponement

13.1          You may request to postpone any module or session due to be performed or delivered as part of a Programme. Such a request will not be unreasonably refused, provided that:

13.1.1     your request to postpone a module or session is made by you and received by us at least 10 working days in advance of the planned Delivery Date(s) for that module or session and will be subject to a flat-rate admin fee of £100 + VAT; and

13.1.2     You may only postpone the same module or session once. When a module or session has been postponed once, any further request to postpone that module or session will constitute a “Cancellation” under clause14.1.

13.2          We may, in our absolute discretion, agree to a request from you to postpone a module or session that is part of a Programme with less than 10 working days’ notice from you, in which case we will apply an additional charge equivalent to 50% of the Price of module(s) or session(s) being postponed, and such additional charge will be included within and become part of the Price(s).

13.3          We reserve the right, in our absolute discretion, to postpone any modules or sessions due to be performed or delivered as part of a Programme due to circumstances beyond our control. Depending on the circumstances, whenever practicable, we will endeavour to give reasonable advance notice of any such postponement.

14              Cancellation

14.1          You may cancel any module or session due to be performed or delivered as part of a Programme (a Cancellation).

14.2          A Cancellation by you of any module or session will incur the full Price and any Expenses associated with that module or session as part of a Programme, unless otherwise agreed in writing.

14.3          We are not obliged to replace any module or session cancelled by you, or to provide any alternative Services to make up for a cancelled module or session. Any replacement modules, sessions, or Services, must be agreed as part of a Change or an Order and will incur appropriate replacement prices, fees and costs.

14.4          We reserve the right to cancel any scheduled module or session that is due to be performed or delivered by us as part of a Programme, if we consider it inappropriate to continue with that module or session. If any such Services are cancelled by us (other than pursuant to clause 15.2), then we will either refund to you such amounts as have been paid for such specific Services, or discount those Services, as appropriate.

15              Termination

15.1          The Contract will terminate automatically without notice in the following circumstances:

15.1.1     Where the Contract has commenced upon your placing an Order or Orders, the Contract will terminate automatically on completion of all of both parties’ obligations under those Orders.

15.1.2     Where the Contract has commenced upon you signifying your agreement to these Conditions under clause 2.1, the Contract will terminate automatically on Termination Date (if any).

15.2          Either party may terminate the Contract at a time when neither party is subject to any outstanding obligations in relation to any Order, by giving 30 days’ notice in writing to the other party.

15.3          Subject to cluse 15.4, either party may terminate the Contract at any time by giving notice in writing to the other party if:

15.3.1     the other party commits a material breach of the Contract and such breach is not remediable;

15.3.2     the other party commits a material breach of the Contract which is not remedied within fourteen days of receiving written notice of such breach;

15.3.3     any consent, licence or authorisation held by the other party is revoked or modified such that the other party is no longer able to comply with its obligations under the Contract or receive any benefit to which it is entitled.

15.4          We may terminate the Contract at any time by giving notice in writing to you if:

15.4.1     You have failed to pay any Prices or Expenses by the relevant Payment Date, and such Prices remain unpaid for fourteen days or more after you have received notification from us (such notice to be issued on or after the Payment Date) that such Prices or Expenses are overdue; or

15.4.2     you or your Representatives directly or indirectly engages in any activity or is involved in, or associated with, any event or incident which, in our absolute discretion, adversely affects (or is likely to adversely affect) our reputation or that of our suppliers.

Our right to terminate under this clause 15.4 is separate from and not subject to clauses 15.3.1 or 15.3.2.

15.5          Either party may terminate the Contract at any time by giving notice in writing to the other party if that other party:

15.5.1     is unable to pay its debts either within the meaning of section 123 of the Insolvency Act 1986 or if the non-defaulting party reasonably believes that to be the case;

15.5.2     becomes subject to a moratorium under Part A1 of the Insolvency Act 1986;

15.5.3     becomes the subject of a company voluntary arrangement under the Insolvency Act 1986;

15.5.4     becomes subject to a restructuring plan under Part 26A of the Companies Act 2006;

15.5.5     becomes subject to a scheme of arrangement under Part 26 of the Companies Act 2006;

15.5.6     has a receiver, manager, administrator or administrative receiver appointed over all or any part of its undertaking, assets or income;

15.5.7     has a resolution passed for its winding up;

15.5.8     has a petition presented to any court for its winding up or an application is made for an administration order, or any winding-up or administration order is made against it;

15.5.9     is subject to any procedure for the taking control of its goods that is not withdrawn or discharged within seven days of that procedure being commenced;

15.5.10  has a freezing order made against it;

15.5.11  is subject to any recovery or attempted recovery of items supplied to it by a supplier retaining title to those items;

15.5.12  is subject to any events or circumstances analogous to those in clauses 15.3.1 to 15.5.11 in any jurisdiction; or

15.5.13  takes any steps in anticipation of, or has no realistic prospect of avoiding, any of the events or procedures described in clauses 15.5.1 to 15.5.12, including for the avoidance of doubt, but not limited to, giving notice for the convening of any meeting of creditors, issuing an application at court or filing any notice at court, receiving any demand for repayment of lending facilities, or passing any board resolution authorising any steps to be taken to enter into an insolvency process.

15.6          The right of a party to terminate the Contract pursuant to clause 15.5 shall not apply to the extent that the relevant procedure is entered into for the purpose of amalgamation, reconstruction or merger (where applicable) where the amalgamated, reconstructed or merged entity agrees to adhere to the Contract.

15.7          On termination of the Contract for any reason:

15.7.1     We shall immediately stop the performance of all Services (unless otherwise agreed in writing between the parties);

15.7.2     You shall pay all outstanding invoices to us immediately or by the Payment Date if later;

15.7.3     We shall promptly invoice you for all Services not yet invoiced (and payment for such invoices shall be made by you by the Payment Date);

15.7.4     the accrued rights and liabilities of the parties (including any rights in relation to breaches of contract) shall not be affected.

15.8          Any provisions of the Contract that are expressly stated, or by implication intended, to apply after expiry or termination of the Contract shall continue in full force and effect after such expiry or termination.

16              Confidential information

16.1          Unless otherwise agreed, you permit us to disclose the fact that we provide or have provided services to you. You also consent to us using any positive feedback given to us by you or your employees for the general promotion of our services, or to improve the experience of our customers generally.

16.2          Each Receiving Party shall:

16.2.1     keep confidential any Confidential Information; and

16.2.2     not use, or disclose to any person, the Confidential Information, except as permitted by clause 16.3.

16.3          The Receiving Party may:

16.3.1     disclose any Confidential Information to any of its Representatives who need to know the relevant Confidential Information for the purposes of the performance of any of the Receiving Party’s obligations, or exercise of any of the Receiving Party’s rights, under the Contract, provided that the Receiving Party must ensure that each of its Representatives to whom Confidential Information is disclosed is aware of its confidential nature and agrees to comply with this clause 16 as if it were the Receiving Party;

16.3.2     disclose any Confidential Information as may be required by law, any court, any governmental, regulatory or supervisory authority (including any securities exchange) or any other authority of competent jurisdiction to be disclosed; and

16.3.3     use Confidential Information only to the extent reasonably necessary to perform its obligations, or exercise its rights, under the Contract.

16.4          Each party recognises that any breach or threatened breach of clause 16 may cause irreparable harm for which damages may not be an adequate remedy. Accordingly, in addition to any other remedies and damages, the parties agree that the non-defaulting party may be entitled to the remedies of specific performance, injunction and other equitable relief without proof of special damages.

16.5          Clause 16 shall bind the parties during and following the end of the Term, including following the termination of the Contract for any reason.

17              Dispute resolution

17.1          Any dispute arising between the parties relating to the Contract shall be dealt with in accordance with the provisions of this clause 17.

17.2          If there is a disagreement between you and us arising out of or in connection with the Contract, then you agree to attempt to resolve the disagreement by engaging in good faith discussions with us before commencing litigation or any alternative dispute resolution procedures.

17.3          If a disagreement between you and us cannot be resolved through good faith discussions, the dispute resolution process may be initiated by either party serving a notice in writing on the other party that a dispute has arisen. The notice shall include reasonable information as to the nature of the dispute.

17.4          The parties shall use reasonable endeavours to reach a negotiated resolution through the following procedure:

17.4.1     within seven calendar days of service of the notice, a representative of each party shall meet (either in person or remotely) to discuss the dispute and attempt to resolve the dispute; and

17.4.2     if the dispute has not been resolved within fourteen calendar days of the first meeting, then the matter shall be referred to the board of directors (or equivalent) of each party. A board director (or equivalent) of each party shall then meet (either in person or remotely) within seven calendar days to discuss the dispute and attempt to resolve it.

17.5          If the dispute has not been resolved within fourteen calendar days of the meeting under clause 17.4.2 then the matter shall be referred to mediation in accordance with the London Court of International Arbitration Mediation Rules.

17.6          Until the parties have completed the steps referred to in clauses 17.4–17.5, and have failed to resolve the dispute, neither party shall commence formal legal proceedings or arbitration, except that either party may at any time seek urgent interim relief from the courts or emergency arbitrator relief.

18              Force majeure

18.1          In these Conditions, Force Majeure means an event or sequence of events beyond a party’s reasonable control preventing or delaying it from performing its obligations under the Contract. Inability to pay is not Force Majeure.

18.2          A party shall not be liable if delayed in or prevented from performing its obligations under the Contract due to Force Majeure. The affected party shall:

18.2.1     promptly notify the other of the Force Majeure event and its expected duration; and

18.2.2     use reasonable endeavours to minimise the effects of that event.

18.3          If, due to Force Majeure, a party:

18.3.1     is unable to perform a material obligation; or

18.3.2     is or is likely to be delayed in or prevented from performing its obligations under the Contract for a continuous period of more than 180 calendar days;

the other party may terminate the Contract on not less than 28 calendar days’ written notice.

19              Entire agreement

19.1          You agree that these Conditions and the Orders constitute the entire agreement between you and us and supersede all previous agreements, understandings and arrangements between you and us, whether in writing or oral in respect of its subject matter.

19.2          You acknowledge that, when you accepted these Conditions or enter into the Contract, you have not relied on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in these Conditions and the Orders.

19.3          No party shall have any claim for innocent or negligent misrepresentation on the basis of any statement in these Conditions or the Orders.

19.4          Nothing in these Conditions purports to limit or exclude any liability for fraud.

20              Notices and Communications

20.1          Subject to clause 20.2, all communications between you and us, including notices and consents to be given by either you or us under the Contract, may be given by hand, by email or by first class post, using each party’s contact details set out in the Order and/or as otherwise notified to or obtained by you or us during the Term of the Contract.

20.2          Any notice given by either party under clauses 11.7, 15, 17 or 18 of these Conditions and which has been sent by email, shall also be sent by first class post within 24 hours unless receipt of the notice in the email has been expressly confirmed by the recipient.

20.3          Any notice given by a party under the Contract shall be in writing and in English.

20.4          Notices may be given, and are deemed received:

20.4.1     by hand: on receipt of a signature at the time of delivery;

20.4.2     by first class post: at 9.00 am on the second calendar day after posting; and

20.4.3     by email: on receipt of a delivery or read receipt email from the correct address.

21              Variation

No variation of these Conditions or an Order shall be valid or effective unless it is in writing, refers to these Conditions or the relevant Order, as appropriate, and is duly signed or executed by, or on behalf of, each party.

22              Assignment and sub-contracting

Neither party may assign, subcontract or encumber any right or obligation under Contract, in whole or in part, without the other party’s prior written consent (such consent not to be unreasonably withheld or delayed).

23              No partnership or agency

The parties are independent and are not partners or principal and agent and the Contract does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for under these Conditions and any Orders. Neither party shall have, nor shall represent that it has, any authority to make any commitments on the other party’s behalf.

24              Severance

24.1          If any provision under these Conditions (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision under these Conditions shall not be affected.

24.2          If any provision under these Conditions  (or part of any provision) is or becomes illegal, invalid or unenforceable but would be legal, valid and enforceable if some part of it was deleted or modified, the provision or part-provision in question shall apply with such deletions or modifications as may be necessary to make the provision legal, valid and enforceable. In the event of such deletion or modification, the parties shall negotiate in good faith in order to agree the terms of a mutually acceptable alternative provision.

25              Waiver

25.1          No failure, delay or omission by either party in exercising any right, power or remedy provided by law or under the Contract shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy.

25.2          No single or partial exercise of any right, power or remedy provided by law or under the Contract shall prevent any future exercise of it or the exercise of any other right, power or remedy.

25.3          A waiver of any term, provision, condition or breach under the Contract shall only be effective if given in writing and signed by the waiving party, and then only in the instance and for the purpose for which it is given.

26              Compliance with law

Subject to clause 5.8, each party shall comply and shall (at its own expense unless expressly agreed otherwise) ensure that in the performance of its duties under the Contract, its employees, agents and representatives will comply with all applicable laws and regulations, provided that neither party shall be liable for any breach of this clause 26 to the extent that such breach is caused by any breach of these Conditions by the other party (or its employees, agents and representatives).

27              Conflicts within agreement

27.1          In the event of any conflict or inconsistency between different parts of these Conditions, the following descending order of priority applies:

27.1.1     the terms and conditions in the main body of these Conditions;

27.1.2     the Schedules; and

27.1.3     the Orders.

27.2          Subject to the above order of priority between documents, later versions of documents shall prevail over earlier ones if there is any conflict or inconsistency between them.

28              Costs and expenses

Each party shall pay its own costs and expenses incurred in connection with the negotiation, preparation, signature of any Changes or Orders or other documents referred to in these Conditions or related to the Contract.

29              Third party rights

No person who is not a party to the Contract shall have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of the Contract.

30              Governing law

These Conditions and any dispute or claim arising out of or in connection with them, or the subject matter or formation of the Contract (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales.

31              Jurisdiction

The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Contract, its subject matter or formation (including non-contractual disputes or claims).