Terms and Conditions (Business to Business)

Terms and Conditions (Business to Business). Image shows these words over a picture of business people sitting around a wooden table with two people on opposite sides shaking hands.

Latest Review: 2023.08

Latest Review: 2023.08

1. General

1.1         This page details our Terms and Conditions as well as other policies of Forest Skills Ltd, trading as Chris Garland Training (hereinafter referred to as “we”, “us”, “the Company”) which directly affect you; our Client. Please take time to read them thoroughly.

2. Updating of these Terms and conditions

2.1         We may update these Terms and Conditions from time to time. It is your obligation to periodically check these Terms and Conditions for changes or updates. The date provided at the beginning of these Terms and Conditions is the latest revision date. Changes to these Terms and Conditions will become effective upon such changes being posted to this website. Your continued use of this website following the posting of changes or updates will be considered notice of your acceptance to abide by and be bound by these Terms and Conditions.

3. Definitions

Seller: Means Forest Skills Ltd t/a Chris Garland Training of 40 Fir Tree Avenue, Knutsford, Cheshire, WA168NF.

Buyer: The person who buys or agrees to buy the Goods/and or Services from the Seller.

Conditions: The terms and conditions of sale as set out in this document and any special terms and conditions agreed in writing by the Seller.

Goods: The items which the Buyer agrees to buy from the Seller as set out in the Order.

Services: The services supplied by the Seller to the Buyer as set out in the Order.

Seller Materials: Has the meaning set out in clause 12.1.6.

Price: The price for the Goods, excluding VAT and any carriage, packaging and insurance costs.

Order: The Buyer’s order for the supply of Goods and/or Services, as set out in the Buyer’s purchase order form, or the Buyer’s written acceptance of the Seller’s quotation as the case may be.

Intellectual Property Rights: Patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, 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.

4. Conditions

4.1         These Conditions shall form the basis of the contract between the Seller and the Buyer in relation to the sale of Goods and/or Services, to the exclusion of all other terms and conditions including the Buyer’s standard conditions of purchase or any other conditions which the Buyer may purport to apply under any purchase order or confirmation of order or any other document.

4.2         All orders for Goods and/or Services shall be deemed to be an offer by the Buyer to purchase Goods and/or Services from the Seller pursuant to these Conditions.  

4.3         Acceptance of delivery of the Goods or commencement of the Services shall be deemed to be conclusive evidence of the Buyer’s acceptance of these Conditions

4.4         These Conditions may not be varied except by the written agreement of Chris Garland the Seller.

4.5         These Conditions represent the whole of the agreement between the Seller and the Buyer. They supersede any other conditions previously issued.

5. Website

5.1 Binding

5.1.1         By registering with, accessing, or otherwise using this website, you hereby agree to be bound by these Terms and conditions set forth below. The mere use of this website implies the knowledge and acceptance of these Terms and conditions. In some particular cases, we can also ask you to explicitly agree.

5.2 Third-party property

5.2.1         Our website may include links to third-party websites, plug-ins and applications. Clicking on those links or enabling those connections may allow third parties to collect or share data about you. We do not control these third-party websites and are not responsible for their privacy statements. When you leave our website, we encourage you to read the privacy notice of every website you visit.

5.3 Responsible use

5.3.1         By visiting our website, you agree to use it only for the purposes intended and as permitted by these Terms, any additional contracts with us, and applicable laws, regulations, and generally accepted online practices and industry guidelines. You must not use our website or services to use, publish or distribute any material which consists of (or is linked to) malicious computer software; use data collected from our website for any direct marketing activity, or conduct any systematic or automated data collection activities on or in relation to our website.

5.3.2         Engaging in any activity that causes, or may cause, damage to the website or that interferes with the performance, availability, or accessibility of the website is strictly prohibited.

5.4 Registration

5.4.1         You may register for an account with our website. During this process, you may be required to choose a password. You are responsible for maintaining the confidentiality of passwords and account information and agree not to share your passwords, account information, or secured access to our website or services with any other person. You must not allow any other person to use your account to access the website because you are responsible for all activities that occur through the use of your passwords or accounts. You must notify us immediately if you become aware of any disclosure of your password.

5.4.2         After account termination, you will not attempt to register a new account without our permission.

5.5 Content posted by you

5.5.1         We may provide various open communication tools on our website, such as blog comments, blog posts, forums, message boards, ratings and reviews, and various social media services. It might not be feasible for us to screen or monitor all content that you or others may share or submit on or through our website. However, we reserve the right to review the content and to monitor all use of and activity on our website, and remove or reject any content in our sole discretion. By posting information or otherwise using any open communication tools as mentioned, you agree that your content will comply with these Terms and Conditions and must not be illegal or unlawful or infringe any person’s legal rights.

5.6 Idea submission

5.6.1         Do not submit any ideas, inventions, works of authorship, or other information that can be considered your own intellectual property that you would like to present to us unless we have first signed an agreement regarding the intellectual property or a non-disclosure agreement. If you disclose it to us absent such written agreement, you grant to us a worldwide, irrevocable, non-exclusive, royalty-free license to use, reproduce, store, adapt, publish, translate and distribute your content in any existing or future media.

5.7 Newsletter

5.7.1         Notwithstanding the foregoing, you may forward our newsletter in the electronic form to others who may be interested in visiting our website.

5.8 Termination of use

5.8.1         We may, in our sole discretion, at any time modify or discontinue access to, temporarily or permanently, the website or any Service thereon. You agree that we will not be liable to you or any third party for any such modification, suspension or discontinuance of your access to, or use of, the website or any content that you may have shared on the website. You will not be entitled to any compensation or other payment, even if certain features, settings, and/or any Content you have contributed or have come to rely on, are permanently lost. You must not circumvent or bypass, or attempt to circumvent or bypass, any access restriction measures on our website.

5.9 Privacy

5.9.1         To access our website and/or services, you may be required to provide certain information about yourself as part of the registration process. You agree that any information you provide will always be accurate, correct, and up to date.

5.9.2         We take your personal data seriously and are committed to protecting your privacy. We will not use your email address for unsolicited mail. Any emails sent by us to you will only be in connection with the provision of agreed products or services.

6. Price

6.1         The Price shall be the price quoted on the Order.

7. Price Changes

7.1         If our costs of providing the service increase for reasons beyond our reasonable control (including, without limitation, an increase in taxes, duties or fees by a government, other governmental action or an increase in the cost of transport, labour or materials) we reserve the right to increase the course fee. Any such increase in the course fee will be notified to you as soon as reasonably practicable. If the course fee is increased by 10% or more, you will be entitled to cancel your booking and obtain a full refund of all monies paid to us. Otherwise, you will be required to pay such additional amount on the same terms as your original payment.

7.2         Whilst we endeavour to ensure that the most up-to-date and correct prices are shown on our website and within the booking system, there is the possibility of an inconsistent price between the two. Once we become aware of any such inconsistency, we will act promptly to rectify the inconsistency and we will endeavour to notify you as soon as reasonably possible. We reserve the right to cancel a booking made at an incorrect price under such circumstances and you will be given the choice of amending your booking to a course at the correct price or obtaining a full refund of monies paid to us.

7.3         We will not be liable to pay any compensation or incidental costs or expenses that you may incur as a result of such cancellation, or for any other loss or damage howsoever caused arising out of such cancellation. We recommend that you take out appropriate insurance, which includes cover against such cancellation.

7.4         Before a Contract comes into existence between you and us, we reserve the right to increase or decrease the advertised price for a course and/or to amend any of the information contained in the course description.

8. Payment and Interest

8.1         Payment of the Price and any VAT due shall be due within 30 days of the date of the Seller’s invoice. 

8.2         Interest on overdue invoices shall accrue from the date when payment becomes due calculated on a daily basis until the date of payment at the rate of 8% per annum above the Bank of England base rate from time to time in force. Such interest shall accrue after as well as before any judgement.

8.3         The Buyer shall pay all accounts in full and not exercise any rights of set-off or counterclaim against invoices submitted by the Seller.

8.4         All late payments will be dealt with by our nominated debt recovery agency; Thomas Higgins Partnership. This process can include issue of a Letter before Action, Late Payment Demand, Court action, Judgement and Enforcement

9. Goods

9.1         The Goods are described in the Order.

9.2         The Seller reserves the right to amend or change the specification of the Goods if required by any applicable statutory or regulatory requirements.

10. Warranties

10.1         The Seller warrants that for a period of 3 months commencing on the earlier of either the date of delivery of the Goods, or the commencement of the Services (Warranty Period), the Goods and/or Services shall:

10.1.1      conform with their description;

10.1.2      be of satisfactory quality with the meaning of the Sale of Goods Act 1979;

10.1.3      be fit for any purpose held out by the Seller; and

10.1.4      be carried out in accordance with the Supply of Goods and Services Act 1982.

11. Delivery of Goods

11.1         Delivery of the Goods shall be made to the Buyer’s address. The Buyer shall make all arrangements necessary to take delivery of the Goods on the day notified by the Seller for delivery.

11.2         The Seller undertakes to use its reasonable endeavours to despatch the Goods on an agreed delivery date, but does not guarantee to do so. Time of delivery shall not be of the essence of the contract.

11.3         The Seller shall not be liable to the Buyer for any loss or damage whether arising directly or indirectly from the late delivery or short delivery of the Goods. If short delivery does take place, the Buyer may not reject the Goods but shall accept the Goods delivered as part performance of the contract, and a pro-rata adjustment to the Price shall be made.

11.4         If the Buyer fails to take delivery of the Goods on the agreed delivery date or, if no specific delivery date has been agreed, when the Goods are ready for despatch, the Seller shall be entitled to store and insure the Goods and to charge the Buyer the reasonable costs of so doing.

12. Acceptance of the Goods

12.1         The Buyer shall be deemed to have accepted the Goods 14 days after delivery to the Buyer.

12.2         The Buyer shall carry out a thorough inspection of the Goods within 2 days and give notice in writing to the seller after discovering that some or all of the goods do not comply with the Warranty above, the Buyer must return the Goods to the Seller at the Buyer’s cost and the Seller shall, at its option, repair or replace any Goods that are defective, or refund the price of such defective Goods.

12.3         Where the Buyer has accepted, or has been deemed to have accepted, the Goods the Buyer shall not be entitled to reject Goods which are not in accordance with the contract.

13. Title and risk

13.1         Risk shall pass on delivery of the Goods to the Buyer’s address.

13.2         Notwithstanding the earlier passing of risk, title in the Goods shall remain with the Seller and shall not pass to the Buyer until the amount due under the invoice for them (including interest and costs) has been paid in full.

13.3         Until title passes the Buyer shall hold the Goods as bailee for the Seller and shall store or mark them so that they can at all times be identified as the property of the Seller.

13.4         The Seller may at any time before title passes and without any liability to the Buyer:

13.4.1      repossess and dismantle and use or sell all or any of the Goods and by doing so terminate the Buyer’s right to use, sell or otherwise deal in them; and

13.4.2      for that purpose (or determining what if any Goods are held by the Buyer and inspecting them) enter any premises of or occupied by the Buyer.

13.5         The Seller may maintain an action for the price of any Goods notwithstanding that title in them has not passed to the Buyer.

14. Carriage of Goods

14.1         Carriage will be chargeable on all sales. This will be at the rate determined at the point of sale.

15. Supply of Services

The Seller agrees:

15.1         To undertake and provide the Services in accordance with any brief and deadline agreed with the Buyer and;

15.2         To manage and carry out the Services in an expert and diligent manner and to provide his/her services to the best of his/her technical and creative skill and to be solely responsible for how the services are provided;

15.3         To the best of his/her ability, promptly and faithfully to meet the Deliverables and deadlines agreed with the Buyer;

15.4         The Seller is free to undertake and accept other engagements, except those which lead or might lead to any conflict of interest between the Seller and the Buyer during his or her appointment;

15.5         To use such suitably qualified and experienced personnel as he or she may from time to time deem appropriate;

15.6         The Seller has the right to supply a substitute of equivalent knowledge and expertise and acknowledges that the Buyer has the right to refuse the replacement if, in the reasonable view of the Buyer, the replacement is not sufficiently qualified to undertake the work. Where substitution occurs, the Business will remain responsible for its obligations under the agreement and will be responsible for the payment of the replacement, so that there will be no further payments outside of the agreed terms to pay for any handover period between the original and the replacement.

15.7         To keep the Buyer informed of progress on the Services in which they are engaged and shall produce written reports on the same from time to time when so requested by the Buyer. While the Seller’s method of working is entirely their own and they are not subject to the control of the Buyer, they shall nevertheless comply with this and any other reasonable requests of the Buyer (or its clients) which do not impact upon the Seller’s method of working.

16. Buyer’s obligations

16.1         The Buyer shall:

16.1.1         Ensure that the terms of the Order are complete and accurate;

16.1.2         Co-operate with the Seller in all matters relating to the Services;

16.1.3         Provide the Seller, its employees, agents, consultants and subcontractors, with access to the Buyer’s premises as reasonably required by the Seller to provide the Services;

16.1.4         Provide the Seller with such information and materials as the Seller may reasonably require to supply the Services, and ensure that such information is accurate in all material respects;

16.1.5         Obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start; and

16.1.6         Keep and maintain all materials, equipment, documents and other property of the Seller (Seller Materials) at the Buyer’s premises in safe custody at its own risk, maintain the Seller Materials in good condition until returned to the Seller, and not dispose of or use the Seller Materials other than in accordance with the Seller’s written instructions or authorisation.

16.2         If the Seller’s performance of any of its obligations in respect of the Services is prevented or delayed by any act or omission by the Buyer or failure by the Buyer to perform any relevant obligation (Buyer Default):

16.2.1         the Seller shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Buyer remedies the Buyer Default, and to rely on the Buyer Default to relieve it from the performance of any of its obligations to the extent the Buyer Default prevents or delays the Seller’s performance of any of its obligations;

16.2.2         the Seller shall not be liable for any costs or losses sustained or incurred by the Buyer arising directly or indirectly from the Seller’s failure or delay to perform any of its obligations as set out in this clause 12.2; and

16.2.3         The Buyer shall reimburse the Seller on written demand for any costs or losses sustained or incurred by the Seller arising directly or indirectly from the Buyer Default.

17. Confidentiality

17.1         The Seller hereby agrees that during the course of his or her engagement under this Agreement they are likely to obtain knowledge of trade secrets and also other confidential information with regard to the business and financial affairs of the Buyer and those of the Buyer’s clients, customers and suppliers details of which are not in the public domain (‘Confidential Information’), and accordingly the Seller hereby undertakes to and covenants with the Buyer that:

17.1.1         They shall not at any time during this Agreement or after the Termination Date use or procure the use of the name of the Buyer in connection with their own or any other name in any way calculated to suggest that they continue to be connected with the business of the Buyer or in any way hold themselves or herself out as having such connection;

17.1.2         They shall not use the Confidential Information other than during the continuance of this Agreement and in connection with the provision of the Services; and

17.1.3         They shall not after the date of this Agreement (save as required by law) disclose or divulge to any person other than to officers or employees of the Buyer whose province it is to know the same any Confidential Information and he or she shall use his or her best endeavours to prevent the publication or disclosure of any Confidential Information by any other person.

17.2         The restrictions set out in Clause 13 shall cease to apply to information or knowledge which comes into the public domain otherwise than by reason of the default of the Seller.

18. Intellectual Property Rights

18.1         All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by the Seller.

18.2         The Buyer acknowledges that, in respect of any third party Intellectual Property Rights in the Services, the Buyer’s use of any such Intellectual Property Rights is conditional on the Seller obtaining a written licence from the relevant licensor on such terms as will entitle the Seller to license such rights to the Buyer.

18.3         All Seller Materials are the exclusive property of the Seller.

19. Limitation of Liability

19.1         Nothing in these Conditions shall limit or exclude the Seller’s liability for:

19.1.1         death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;

19.1.2         fraud or fraudulent misrepresentation;

19.1.3         breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession);

19.1.4         breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or

19.1.5         defective products under the Consumer Protection Act 1987.

19.2         Subject to clause 19.1:

19.2.1         The Seller shall under no circumstances whatever be liable to the Buyer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and

19.2.2         the Seller’s total liability to the Buyer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed £1.

19.3         After the Warranty Period, the terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and the terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.

19.4         This clause 19 shall survive termination of the Contract.

20. Termination of Agreement

20.1         This Agreement will terminate on fulfilment of the Services.

20.2         In addition, either party shall have the right to terminate this Agreement at any time by summary notice without any payment in lieu in the event of:

20.2.1         The other party being in material or persistent breach of any of the terms of this Agreement; or  

20.2.2         The other party persistently and wilfully neglecting or becoming incapable for any reason of efficiently performing the Services or failing to remedy any default in providing the Services; or

20.2.3         The other party dying or becoming by reason of incapacity incapable of managing their affairs; or

20.2.4         The other party having a bankruptcy order made against him or her or making any arrangement with his or her creditors or having an interim order made against him or her; or

20.2.5         The other party taking 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), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction.

20.2.6         There being a change of control of the other party; or

20.2.7         A party’s financial position deteriorates to such an extent that in the other party’s reasonable opinion that party’s capability to adequately fulfil its obligations under this Agreement have been placed in jeopardy; or

20.2.8         A party doing any action manifestly prejudicial to the interests of the other party or which in the opinion of the other party may bring them into disrepute; or

20.2.9         The other party being convicted of any criminal offence other than a minor driving offence under the road traffic legislation in the UK or elsewhere for which a fine or non-custodial penalty is imposed; or

20.2.10         The other party offering, promising or giving a bribe or requesting, agreeing to receive or accepting a bribe or bribing a foreign public official in connection with the Services contrary to the Bribery Act 2010;

20.2.11         and that party shall have no claim against the terminating party in respect of the termination of his or her appointment for any of the reasons specified pursuant to Clauses 20.2.1 to 20.2.10.

21. Consequences of Termination

21.1         Upon the expiration or termination of the engagement under this Agreement for whatsoever cause, the Seller shall forthwith deliver up to the Buyer or its authorised representative all its property, including all equipment, materials, tools, keys, swipe cards, computer hardware and/or software, books, documents, account records and any other papers which may be in his or her possession, custody or control and which are the property of the Buyer or which otherwise relate in any way to the business or affairs of the Buyer and no copies of the same or any part thereof shall be retained by him or her. He or she shall then (if required by the Buyer) make a declaration that the whole of the provisions of this clause have been complied with.

21.2         The Buyer shall immediately pay to the Seller all of the Seller’s outstanding unpaid invoices and interest and, in respect of the Services supplied but for which no invoice has been submitted, the Seller may submit an invoice, which shall be payable immediately on receipt;

21.3         The Buyer shall, within a reasonable time return all of the Seller’s equipment. If the Buyer fails to do so, then the Seller may enter the Buyer’s premises and take possession of the Seller’s equipment. Until they have been returned or repossessed, the Buyer shall be solely responsible for their safe keeping;

21.4         Termination or expiry of this agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry.

21.5         The termination of this agreement howsoever occurring shall not affect the rights and liabilities of the parties already accrued at such time nor affect the continuance in force of such of its provisions as are expressed as or capable of having effect after such termination.

22. Training course information

21.1         Where the course is being held at our training venue, our joining instructions can be found on our website at the following address; https://chrisgarlandtraining.co.uk/joining-instructions/ Please ensure that you or any individuals you book on the training course have read the joining instructions before attending the course. Attendance without an appropriate form of identification as laid out in the Joining Instructions will result in that candidate being prevented from undertaking the course assessments.

22. Expectations of participants

22.1         We expect those participating in the session to behave in a considerate, respectful manner. Generally, our courses require you to be in good physical and mental health. By attending the course, you confirm that you are physically capable of participating in the course and that you are in good health with no medical history that would make it dangerous (for you or others) for you to participate. Some courses may have specific fitness requirements as more fully described in the relevant course description on our website.

22.2         If you have a special medical requirement or health condition (including allergies), you should inform us at the time of booking and in any case no later than five working days before the commencement of the course.

22.3         Participants are encouraged to complete a post course evaluation, a small number of questions, to assess the impact and value of sessions.

23. Suitability for the training course

23.1         Please note it is your responsibility to ensure that you or any individuals you book on the training course are free from any condition which would affect your or their capability to undertake the chosen training course, and that you or they have the aptitude to cope with an intensive course of study. We welcome students with disabilities but it remains their employer’s responsibility to ensure that they are appropriately supported in their workplace. We require advance notification of any assistance that a student is likely to need during the running of the course.

23.2         Delegates need a basic command of English (defined as Level 2). So whilst we are often able to provide support to people who for example do not have English as a first language, our ability to do so is limited by the time available and the number of people who require assistance, although we may be able to make special arrangements if requested in advance. Please contact us if you need any guidance.

24. Minimum Impact

24.1         We respect natural environments, endeavouring to have as little impact on them as possible. We will insist on strict environmental practices to ensure the continued quality of the natural environments in which we conduct our courses.

24.2         Procedures for sanitation, rubbish disposal and clean-up will be explained by your course leader and/or their assistants at appropriate times during the conduct of a course. You must observe these practices at all times.

25. Removal from the training course

25.1         We expect those participating in the session to behave in a considerate, respectful manner. We reserve the right to refuse to allow you, or any person booked by you, to participate, or continue to participate, in the training course if you:

25.1.1         do not meet the minimum age requirement for the training course;

25.1.2         do not arrive in time for the training course or any part of it;

25.1.3         are deemed by us (acting reasonably) to behave inappropriately;

25.1.4         are, in our reasonable opinion, under the influence of drugs and/or alcohol;

25.1.5         are not dressed appropriately throughout the course;

25.1.6         do not maintain appropriate personal hygiene. We recommend that no heavily scented perfumes, colognes or lotions are used; or

25.1.7         give cause for concern that your continued participation may cause offence or injury to yourself or other participants.

25.2         Your removal from the training course will entitle us to end the contract. In such circumstances, you will not be entitled to a refund of monies and we will not be liable to pay any compensation or incidental costs or expenses that you may incur as a result of such removal or for any other loss or damage howsoever caused arising out of your removal.

26. Your Equipment

26.1         You are responsible for any clothing, baggage or personal equipment that you bring to a course. All clothing, baggage or personal equipment are, at all times, at your own risk. We will not be responsible whatsoever for any loss or damage to your clothing, baggage or personal equipment.

27. Use of Equipment, premises and land

27.1         You must use all reasonable care in the use of:

27.1.1         any of our property and equipment;

27.1.2         property and equipment provided by our suppliers; and

27.1.3         the premises & land used during the course including, but not limited to, the flora and fauna.

27.1.4         You must comply with all reasonable instructions from our instructors/assessors in relation to its use.

27.1.5         We reserve the right to charge you for the cost of replacement or repair of items of property or equipment lost or damaged by you.

27.1.6         If any property or land is damaged by you during a course, we also reserve the right to charge you for the cost of reinstating the premises, property or land to the condition it was in before the damaged occurred.

28. Subsequent instruction

28.1         Unless otherwise stated in the course description, participation on one of our courses does not qualify you to subsequently conduct training courses of a similar nature and we do not condone or certify you to instruct anything for which you have received instruction from the Company.

29. Risks

29.1.1         It is a fundamental term of booking that you acknowledge and accept the risks and hazards that may be involved in the courses conducted by us, including serious injury or death, loss or damage to property, discomfort and inconvenience. Save as otherwise required by law, participants take part in courses at their own risk.

30. Independent Travel Arrangements

30.1         The Company is not responsible or liable for your actions or your safety for any independent travel you undertake before, during (if you choose or are required to leave) or after the course.

31. Transferring your booking

31.1         Please contact us on 01565 746555 or [email protected] if you wish to transfer your booking to another individual or training course.

31.2         If you wish to transfer your booking on a specific training course to another individual, this is not subject to any transfer fee.

31.3         If you wish to transfer your booking from one training course date to another training course date, this is subject to a fee as set out below:

31.3.1         More than 4 weeks before the training course is due to commence:         First transfer at no charge         Subsequent transfer: 25% of course fee

31.3.2         Between 2-4 weeks before the training course is due to commence:         25% of course fee will be charged as a transfer fee

31.3.3         Less than 2 weeks before the training course is due to commence:         50% of course fee will be charged as a transfer fee

31.4         Any transfer of booking will not be completed until:

31.4.1         you have received an email confirming your booking onto an alternative training course; or

31.4.2         the individual to whom you are transferring your booking has received an email confirming their booking.

31.5         Nothing in these terms allows you to resell or offer for resale at a premium, your booking on the training course unless expressly authorised by us. These are grounds for cancellation by us.

32. Cancelling a course booking

32.1         If you wish to cancel a course you have booked, please contact us as soon as possible before the start of the course. You can contact us by telephoning our booking team on 01565 746555 or by writing to us at [email protected]. Please provide your name, address, details of the booking and, where available, your phone number and email address. We will let you know if the change is possible and ask you to confirm whether you wish to go ahead with the change or cancellation

32.2         In the case of cancellation:

32.2.1         More than 10 working days before the session date and time = Full refund

32.2.2         More than 72 hours before the session date and time = 50% refund

32.2.3         Less than 72 hours = 50% refund not guaranteed

32.3         In all cases, notice of cancellation must be confirmed in writing addressed to the contact details on the terms and conditions.

32.4      In the event of non-attendance = No refund

32.5      Attending your course more than 15 minutes late will be deemed a cancellation and you will forfeit 100% of the course fee. If you are running late, please contact us immediately so that we can work to avoid this forfeiture.

32.6      If you leave a course prior to its completion, you will forfeit 100% of the course fee.

33. Number of participants

33.1         Each course is subject to a minimum & maximum number of participants and is subject to cancellation at short notice if there is an insufficient number of participants. If a course should fail to attract sufficient numbers of candidates, we aim to determine the course 48 hours before the day of the course.

33.2         Should the course be cancelled because of an insufficient number of participants, you will have the option of booking an alternative course with us or receiving a full refund of monies paid to us. We will not be liable to pay any compensation or incidental costs or expenses that you may incur as a result of such cancellation, or for any other loss or damage howsoever caused arising out of such cancellation. We recommend that you take out appropriate insurance, which includes cover against such cancellation.

33.3         The course description will specify whether the course is subject to a maximum number of participants. Once the maximum number of participants has been reached, no more booking requests can be made.

34. Cancellation by Us

34.1         We reserve the right, in our sole and absolute discretion, to cancel a course or all or any bookings prior to the commencement of the course or booking for any reason whatsoever at short notice (including, without limitation, if the minimum number of participants required for a course is not fulfilled).

34.2         In these unusual circumstances, we will offer you the option to book a place on an alternative course (provided that there are sufficient spaces available on the course on the date you wish to change to), or have all monies paid to us repaid in full.

34.3         A course may also be cancelled either before or after its commencement for reasons of Force Majeure.

34.4         We will not be liable to pay any compensation or incidental costs or expenses that you may incur as a result of such cancellation or for any other loss or damage howsoever caused arising out of such cancellation. We recommend that you take out appropriate insurance, which includes cover against such cancellation.

35. Changes by Us

35.1         We will not be liable to pay any compensation or incidental costs or expenses that you may incur as a result of any alterations to your course or for any other loss or damage howsoever caused arising out of such alterations. We recommend that you take out appropriate insurance, which includes cover against such costs, expenses, losses or damage.

36. Insurance

The Seller further warrants to the Buyer that they will:

36.1         Take out and maintain throughout the term of this Agreement, adequate professional indemnity insurance to protect themselves against any liabilities arising out of this Agreement and shall produce, at the request of the Buyer, a copy of the insurance policy or policies and relevant renewal receipts for inspection by the Buyer;

36.2         Take out and maintain throughout the term of this Agreement, adequate public liability insurance coverage minimum £5 million cover to protect themselves against any liabilities arising out of this Agreement in respect of all and any contractors/employees they utilise to carry out the Services and shall produce, at the request of the Buyer, a copy of the insurance policy or policies and relevant renewal receipts for inspection by the Buyer.

37. Data Protection and Data Processing

37.1         Both parties will comply with all applicable requirements of the Data Protection Legislation. This Clause 37 is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation. In this Clause Applicable Laws means (for so long as and to the extent that they apply to the Contractor) the law of the European Union, the law of any member state of the European Union and/or Domestic UK Law; and Domestic UK Law means the UK Data Protection Legislation and any other law that applies in the UK.

37.2         The parties acknowledge that for the purposes of the Data Protection Legislation, the Buyer is the data controller and the Seller is the data processor (where Data Controller and Data Processor have the meanings as defined in the Data Protection Legislation).

37.3         Without prejudice to the generality of sub-clause 37.1, the Buyer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data (as defined in the Data Protection Legislation) to the Seller for the duration and purposes of the Contract.

37.4         Without prejudice to the generality of sub-clause 37.1, the Seller shall, in relation to any Personal Data processed in connection with the performance by the Seller of its obligations under the Contract:

37.4.1         Process that Personal Data only on the written instructions of the Business unless the Seller is required by Applicable Laws to otherwise process that Personal Data. Where the Seller is relying on laws of a member of the European Union or European Union law as the basis for processing Personal Data, the Seller shall promptly notify the Buyer of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit the Seller from so notifying the Buyer;

37.4.2         Ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Buyer, 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 and encrypting 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);

37.4.3         Ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and

37.4.4         Not transfer any Personal Data outside of the European Economic Area unless the prior written consent of the Buyer has been obtained and the following conditions are fulfilled:         The Buyer or the Seller has provided appropriate safeguards in relation to the transfer;         The Data Subject (as defined in the Data Protection Legislation) has enforceable rights and effective legal remedies;         The Seller complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and         The Seller complies with reasonable instructions notified to it in advance by the Buyer with respect to the processing of the Personal Data;

37.4.5         Assist the Buyer, at the Buyer’ 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;

37.4.6         Notify the Buyer without undue delay on becoming aware of a Personal Data breach;

37.4.7         At the written direction of the Buyer, delete or return Personal Data and copies thereof to the Buyer on termination of the agreement unless required by Applicable Law to store the Personal Data; and

37.4.8         Maintain complete and accurate records and information to demonstrate its compliance with this Clause 37.

37.5         The Buyer does not consent to the Seller appointing any third-party processor of Personal Data under the Contract.

37.6         Either party may, at any time on not less than 30 days’ notice, revise this Clause 37 by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme which shall apply when issued to either party as per Clause 39.

38. No Employment or Partnership

38.1         The Seller is an independent contractor and nothing in this Agreement shall render or be deemed to render the Seller an employee, worker or agent of the Buyer and the Seller shall not hold himself or herself out as such. This Agreement does not create any mutuality of obligation between the Seller and the Buyer and neither party seeks to create or imply any mutuality of obligation between the parties in the course of the performance of this engagement or during any notice period. The Buyer is not obliged to offer work to the Seller, nor is the Buyer obliged to accept work where it is offered.

38.2         The Seller may choose to delegate performance of the Services to such suitably qualified and experienced personnel as he or she may from time to time deem appropriate. The Buyer has the right to refuse the replacement if, in the reasonable view of the Buyer, the replacement is not sufficiently qualified to undertake the work. The Seller must provide details of the name of the delegate/substitute. The Seller will be responsible for remunerating the delegate/substitute, such that there will be no further payments outside of the agreed terms to pay for any handover period between the Seller and the delegate/substitute. When a delegate/substitute is appointed, the provisions relating to sub-processor obligations under Clause 19 will apply.

38.3         This Agreement constitutes a contract for the provision of services and not a contract of employment and accordingly the Seller shall be fully responsible for and shall indemnify the Buyer for and in respect of:

38.3.1         Any income tax, National Insurance and social security contributions and any other liability, deduction, contribution, assessment or claim arising from or made in connection with the performance of the Services, where the recovery is not prohibited by law. The Seller shall further indemnify the Buyer against all reasonable costs, expenses and any penalty, fine or interest incurred or payable by the Buyer in connection with or in consequence of any such liability, deduction, contribution, assessment other than where the latter arise out of the Buyer’s negligence or wilful default;

38.3.2         Any liability arising from any employment-related claim or any claim based on worker status (including reasonable costs and expenses) brought by the Seller or any substitute against the Buyer arising out of or in connection with the provision of the Services, except where such claim is as a result of any act or omission of the Buyer.

38.4         The Buyer may at its option satisfy such indemnity (in whole or in part) by way of deduction from any payments due to the Seller.

38.5         Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.

39. Notices/Communications

39.1         Any notice or other communication given to a party under or in connection with this agreement shall be in writing, addressed to that party at its registered office or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, or sent by pre-paid first class post or other next working day delivery service, commercial courier, or e-mail.

39.2         A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address stated in this Agreement or to such other address (being in Great Britain) as the addressee may from time to time have notified for the purpose of this Clause; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by ore-mail, one Business Day after transmission.

39.3         The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

40. Entire Agreement

40.1         This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

40.2         Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.

41. Force Majeure

41.1         For the purposes of these Terms, a Force Majeure Event includes any act, event, non-occurrence, omission or accident beyond our reasonable control and includes, without limitation, the following:

41.1.1         strikes, lock-outs, boycott or other industrial action (whether involving our workforce or any other party);

41.1.2         civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war;

41.1.3         act of God (including, without limitation, fire, explosion, dangerously high winds, bad weather, storm, flood, earthquake, subsidence, epidemic, pandemic, or other natural or physical disaster);

41.1.4         failure in the provision of any utility, including power, gas, water, or communication services;

41.1.5         malicious damage or sabotage;

41.1.6         Political interference with the normal operations.

41.1.7         compliance with any law or governmental order, rule, regulation, sanction, embargo or direction;

41.1.8         breakdown, cancellation or failure of machinery or transportation (including, without limitation railways, shipping, aircraft, motor transport or other means of public or private transport); or

41.1.9         default of suppliers or subcontractors.

41.2         We will not be liable to you as a result of any delay or failure to perform our obligations under these Terms as a result of a Force Majeure Event.

41.3         If the Force Majeure Event prevents us from commencing or completing the service as planned we shall, without limiting our other rights or remedies, in the sole discretion of the company director either;

41.3.1         seek an alternative means of meeting the course objectives in the time available, provided the company director determines that it is reasonable and safe to do so (including, without limitation, achieving the objectives of the course at a different location or by following a different itinerary or route); or

41.3.2         cancel the course immediately.

42. Assignment and Other Dealings

42.1         The Business may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under this Agreement and may subcontract or delegate in any manner any or all of its obligations under this Agreement to any third party or agent.

42.2         The Buyer shall not, without the prior written consent of the Seller, assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under this Agreement.

43. Survival of Causes of Action

43.1         The termination of this Agreement howsoever occurring shall not affect the rights and liabilities of the parties already accrued at such time nor affect the continuance in force of such of its provisions as are expressed as or capable of having effect after such termination.

44. Severability

44.1         If any provision of this Agreement is held invalid, illegal or unenforceable for any reason by any Court of competent jurisdiction, such provision shall be severed and the remainder of the provisions of this Agreement shall continue in full force and effect as if this Agreement had been executed with the illegal or unenforceable provision eliminated.

45. Waiver

45.1         A waiver of any right under the Contract or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

46. Variation

46.1         These Terms may be varied at any time, without notice. The Buyer will be subject to the Terms in force at the time that you place an Order, unless any change to the Terms is required by law or government or regulatory authority in which case, the revised Terms shall apply to any booking you have previously made. Before you enter into a Contract with us, we reserve the right to amend any of the products, services or prices described on our website.

46.2         The Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement.

47. Law and Jurisdiction

47.1         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.

48.2         Each party irrevocably agrees that the courts of England and Wales 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).

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