Training Terms and conditions

GENERAL TERMS AND CONDITIONS FOR TRAINING

NOTICE: Delivery by the Training Provider of the Course is expressly conditioned on the Customer’s
consent to these TERMS AND CONDITIONS. Any additional or different terms proposed by the
Customer are expressly objected to and will not be binding upon the Training Provider or any Persons
associated with the Training Provider, unless specifically accepted to in writing by an authorised

representative of the Training Provider.

1. Definitions
Unless otherwise defined in the Contract, the following terms shall have the following meanings
throughout the Contract:
(a) Affiliate: with respect to a party means an entity (including without limitation any individual,
corporation, partnership, limited liability company, association or trust) controlling, controlled
by or under common control with that party.
(b) Attendees: The persons nominated by the Customer who will attend the Course;
(c) Contract: The agreement between the Training Provider and the Customer for the supply of
training services as formed by the Customer making payment to attend the Course and thus
accepting the Training Proposal. The Training Proposal, together with these Terms and
Conditions and all other attached documents or documents incorporated by reference
constitute the entire terms of the Contract.
(d) Course: Any of the training course(s) to be supplied by Training Provider, its Affiliates or
subcontractors to Customer under the Contract;
(e) Course Date: The date scheduled by the Training Provider and accepted by the Customer on
which the course shall begin; such date may be part of the Training Proposal or may be
proposed separately by Customer;
(f) Course Price: The charges set out in the Training Proposal payable by Customer to Training
Provider for the Course(s);
(g) Customer: Persons to which the Training Provider is providing the training under the
Contract;
(h) Customer Data: the data provided by the Customer for the purpose of facilitating the
Training.
(i) Data Protection Legislation: means:
(1) The General Data Protection Regulation (GDPR), the Data Protection Act 2018, the
Privacy and Electronic Communications (EC Directive) Regulations 2003; and
(2) any other legislation in force from time to time relating to privacy and/or the Processing
of Personal Data and applicable to the provision and receipt of Training under these
Terms and Conditions.
(j) Person(s): includes an individual, firm, company, corporation, partnership, unincorporated
body of persons, government, state or agency of a state or any association, trust, joint venture
or consortium (whether or not having separate legal personality);
(k) Personal Data: has the meaning given to it in the Data Protection Legislation.
(l) Processing: has the meaning given to it in the Data Protection Legislation.
(m) Terms and Conditions: These Terms and Conditions, which form an integral part of the
Contract;
(n) Training Proposal: The formal offer issued by the Training Provider, by any means which
they deem appropriate, which includes but is not limited to an offer issued on the Training
Provider’s website, together with its attachments and any mutually agreed amendments or
modifications thereto which may be offered by Training Provider to Customer, to which these
Terms and Conditions are attached;

(o) Training Provider: The entity issuing the Training Proposal and providing the training under
the Contract, and its successors and permitted assigns.
2. Obligations of Training Provider
2.1 The Training Provider agrees to supply the Courses to the Customer in accordance with all
material respects of the Contract. Unless otherwise provided for in the Contract, the
obligations of the Training Provider shall be limited to the delivery of the Course at the
agreed training premises. The Training Provider shall be entitled to subcontract the whole or
any part of its obligations under the Contract to any third party which it may in its absolute
discretion determine but any subcontract shall not relieve the Training Provider of its
obligations.
2.2 The Contract shall be formed upon the Training Provider receiving payment from the
Customer for the Course.
2.3 Unless otherwise agreed in writing, no Course or attendance thereto shall constitute the
granting by the Training Provider, or by any of its Affiliates, of any certification,
authorisation, or qualification to operate, modify, manage, install, commission or maintain
any equipment, systems or processes, or to deliver any course or training in such respect.
2.4 The Training Provider agrees to provide complimentary food and drink to the Customer
during the Course.
3. Obligations of the Customer
3.1 The Customer shall:
3.1.1 Co-operate with the Training Provider in all matters relating to the Course.
3.1.2 Provide the Training Provider, with any information which may reasonably be
required in the organisation of the Course and ensure that such information is
complete and accurate in all material respects; and

4. Confirmation of Course attendance
4.1 The Customer shall confirm in writing its participation on any Course. The Customer’s
confirmation shall be received by the Training Provider at least one 2 weeks prior to the
relevant Course Date. Upon receipt of the above confirmation, Training Provider will proceed
with the organization of the Course and, if not yet agreed by the Parties, give reasonable
notice to the Customer of the Course Date.
4.2 In its confirmation, the Customer shall indicate the number of Attendees (subject to any limits
thereto in the Contract) and notify of any reasonable special requirements relating to any of
the Attendees. Training Provider will endeavour to accommodate such special requirements if
it is considered reasonable and practical to do so.
4.3 The Customer may request, in writing, to substitute an Attendee or increase the number of
Attendees in an ordered Course, provided that the relevant request is received at least seven
(7) days prior to the Course Date. The number of Attendees in a class should not exceed ten
(10) Attendees, and in any case the Training Provider reserves the right to (i) refuse all or part
of any request to increase the number of Attendees for any reason; and / or (ii) increase the
Course Price.
5. Course Attendance
5.1 The Course is intended for, and participation is restricted exclusively to the Customer. The
Customer may request that attendance to a Course be allowed also to contractors or suppliers

of the Customer, but the Training Provider reserves the right to accept or reject such requests
in its sole discretion.
5.2 Any request for the inclusion of such type of Attendees must be in writing providing
sufficient details, and received by Training Provider at least ten (10) days prior to the Course
Date.
5.3 Attendees are required to:
5.3.1 Use the materials and equipment made available for the Course with the utmost care
and diligence;
5.3.2 Comply with the rules of conduct on the training premises, in particular with health,
safety and accident prevention regulations, and follow any reasonable instructions of
the instructor;
5.3.3 Refrain from making video and/or audio recordings and from taking pictures on
training premises, unless expressly authorised by the Training Provider.
5.4 Training Provider reserves the right to refuse to provide training to any Attendee and to
request that the Attendee be removed from the training facilities at any time if in the opinion
of Training Provider:
5.4.1 The Attendee is unfit or unsuitable for any reason to attend or complete the Course; or
5.4.2 The behaviour of the Attendee is in any way dangerous, offensive or would otherwise
impede the proper course of the Course.

5.5 The Customer shall be solely responsible for ensuring, through selection or otherwise, that
each Attendee has the technical and language level necessary to follow the relevant Course in
the language in which it is dispensed.
5.6 Failure by an Attendee to attend a Course as per the relevant confirmation, for any reason
whatsoever, shall not entitle the Customer to any Course Price Reduction or any right to
demand that the Course be dispensed anew for the benefit of the absent Attendee(s).
6. Postponement or cancellation of a course
6.1 The Customer may request, by giving Training Provider notice in writing in adequate
advance, the postponement of a confirmed or agreed Course, provided that, if the
postponement request is received by Training Provider less than seven (7) days prior to the
Course Date, Customer shall pay a rescheduling charge equal to ten percent (10%) of the
Course Price.
6.2 Once the Customer has confirmed their participation on any Course provided by the Training
Provider under these Terms and Conditions, the Customer cannot cancel their participation /
attendance on the Course. The Customer shall not be entitled to claim / request a refund from
the Training Provider, if, they have failed to attend / participate for through no fault of the
Training Provider. The Customer may, if the provisions of Clause 6.1 are complied with,
arrange to postpone their Course date.
6.3 If a refund is approved by the Training Provider, it will be made through the original mode of
payment only.
6.4 Rights to further claims are reserved by Training Provider. This especially concerns the costs
incurred by the Training Provider for organising the Course.
6.5 The Training Provider reserves the right to cancel a Course or re-schedule a Course Date at
any time and for any reasons they see fit. The Training Provider shall endeavour to notify the
Customer as soon as practicable of the cancellation or rescheduling, and in case of
rescheduling, to offer a new Course Date reasonably convenient for the Customer. In the case
of cancellation, the Training Provider shall refund the Course Price to the Customer without
undue delay. Such refund will be the only remedy available to Customer in case of
cancellation by the Training Provider.
7. Changes to the Courses

7.1 The Training Provider reserves the right to make a change to the contents, relocate the site of
or change the instructor(s) of the Course. The Training Provider may further develop, amend,
update or remove the content of the Courses without prior announcement.
7.2 The Training Provider will endeavour to accommodate reasonable requests of any changes,
amendments or additions relating to a Course made by the Customer after confirmation, if it is
considered reasonable and practical to do so. In such case, the Training Provider will be
entitled to increase the Course Price by ten percent (10%).
7.3 The Training Provider reserves the right to amend the Contract if necessary to comply with
any applicable law or regulatory requirement, or if the amendment will not materially affect
the nature or quality of the Training, and the Training Provider shall notify the Customer in
any such event as soon as is practicable.
8. Logistics
8.1 The following terms shall apply, if the Courses are held on Training Provider’s premises:
8.1.1 The Customer shall be responsible for making all travel arrangements and for bearing
the full costs of all travel, accommodation and other expenses incurred by the
Attendees in relation to the Course, which include but is not limited to any increase in
the number of staff required. The Training Provider shall not be responsible for any of
such non-refundable expenses in case of cancellation or rescheduling of the Course.
8.2 Where the Course is being delivered at the Customer’s premises, the Customer shall:
8.2.1 Provide the Training Provider with:
(i) access, training space and any equipment necessary for the delivery of the Course;
and
(ii) such facilities as are reasonably notified to the Customer in advance.

9. Prices, Payments and Taxes
9.1 The Customer shall pay the Training provider the agreed fee for the Course at the point of
accepting the Training Proposal.
9.2 The Training Provider shall be entitled to invoice the Customer at any time after the
completion of the Course.
9.3 Failure by the Customer to pay any fees / charges when they fall due may (at the Training
Provider’s discretion) result in:
9.3.1 The Customer’s place on the Course being withdrawn;
9.3.2 The Training Provider withholding any certification as a result of the Customer
completing the Course;

9.4 Without prejudice to any other right or remedy that it may have, if the Customer fails to pay
the Training Provider any sum due under this Contract on the due date:
9.4.1 the Customer shall pay interest on the overdue sum from the due date until payment
of the overdue sum, whether before or after judgment. Interest under this clause will
accrue each day at 4% a year above the Bank of England’s base rate from time to
time.

9.5 All sums payable to the Training Provider under this Contract:
9.5.1 are exclusive of VAT, and the Customer shall in addition pay an amount equal to any
VAT chargeable on those sums on delivery of a VAT invoice; and
9.5.2 shall be paid in full without any set-off, counterclaim, deduction or withholding
(other than any deduction or withholding of tax as required by law)

9.6 After entering into the Contract, the Training Provider may increase the fee to be charged,
where it is reasonable and necessary to so.
9.7 The Training Provider may increase the fee to be charged at any time by giving the Customer
no less than 7 days’ notice in writing.

10. Confidentiality
10.1 The Customer shall keep confidential and shall not disclose without the prior consent
in writing of the Training Provider, any technical or commercial information which it
has acquired during the Course or as a result of discussions, negotiations or other
communications with the Training Provider relating to the Contract.

10.2 The Customer shall not hold itself out or permit any person to hold it out as being
authorised by the Training Provider or any of its Affiliates to provide any kind of
services, including services related to the subject matter of the Course, and shall not
do any act which might reasonably create the impression that it is so authorised.

11. Warranties and Liability
11.1 The Training Provider will use all reasonable endeavours to ensure the Course is
provided with reasonable care and skill and will follow practices consistent with the
professional standards in the industry.

11.2 The Training Provider shall use reasonable endeavours to meet any specified training
dates, but any such dates shall be anticipated dates only and may be subject to
alteration.

11.3 The total liability of Training Provider, on all claims of any kind, whether in contract,
warranty, indemnity, tort (including negligence), strict liability, or otherwise, arising
out of or related to the Contract, or its performance or breach, shall not exceed the
Course Price paid for the Course in respect of which the claim is made.

11.4 In no event shall the Training Provider or its subcontractors be liable for any loss of
profits, or goodwill or for any special or indirect or consequential damages arising
under the Contract in delivering the Course. This article shall prevail over any
conflicting or inconsistent terms in the Contract, unless those terms further restrict the
Training Provider’s liability.

11.5 All conditions and warranties not expressly detailed in the Contract, whether
expressed or implied are excluded to the fullest extent permissible by law of England
and Wales. In particular but without limiting the generality of the foregoing, the
Training Provider shall not be liable for any practical use made by the Attendees,
Customer or any agent or employee of the Customer, of the information contained in
the Courses.

11.6 The Customer shall indemnify the Training Provider against all liabilities, costs,
expenses, damages and losses (including any direct or indirect consequential losses,
loss of profit, loss of reputation and all interest, penalties and legal and other
professional costs and expenses) suffered or incurred by the Training Provider arising
out of or in connection with:
11.6.1 Any breach of the Customer, its employees, agents or subcontractors or any
of the Attendees of any provisions of the Contract;
11.6.2 Any negligence or other tortious conduct of the Customer, its employees,
agents or subcontractors or any of the Attendees; and
11.6.3 Any claim made against Training Provider by a third party for death, personal
injury or damage to property which is attributable to the acts or omissions of
Customer, its employees, agents or subcontractors or any of the Attendees.
11.7 Neither Party excludes or seeks to limit its liability in respect of death or personal

injury, fraud, wilful misconduct or gross negligence.

12. Customer Data

12.1 As between the parties, the Customer shall own all right, title and interest in and to all

of the Customer Data.

12.2 The Customer grants the Training Provider an irrevocable, unlimited and royalty-free
licence to use the Customer Data provided for the purposes of providing the Training.

12.3 Each party warrants that for the purposes of this Contract it:
12.3.1 shall comply with the provisions of the Data Protection Legislation, including without

limitation that it:
(a) shall use Personal Data in accordance with the permissions or consents
obtained from the data subjects (as defined in the Data Protection Legislation)
or otherwise in accordance with the Data Protection Legislation;
(b) shall communicate to the other party the terms of any permissions or consents
obtained from the data subjects;
(c) shall have in place appropriate technical and organisational security measures
against unauthorised or unlawful Processing of Personal Data and against
accidental loss or destruction of, or damage to, Personal Data and shall take
all reasonable steps to ensure the reliability of its personnel who have access
to such Personal Data and to impose obligations of confidentiality upon such
personnel and to ensure that such personnel are aware of their responsibilities
under the Data Protection Legislation;
(d) shall comply with any request or notice it receives from a data subject in its
capacity as a data controller;

12.3.2 shall upon request provide such assistance as is reasonably necessary to the other
party to enable that party to comply with its obligations as a data controller (as
defined in the Data Protection Legislation);

12.3.3 shall inform the other party as soon as reasonably practicable of the discovery of any
actual or suspected data-breach relating to the Processing of Personal Data in
connection with this Contract;

12.3.4 shall, except to the extent prohibited by applicable law, inform the other party upon
receipt of a complaint from a data subject or if approached by any regulatory body in
connection with its compliance with the Data Protection Legislation in connection
with this Contract;

12.3.5 shall, except to the extent prohibited by applicable law, consult the other party in
good faith as to the timing, manner and content of any response to a complaint from a
data subject or approach by any Regulatory Body in connection with compliance with
the Data Protection Legislation in connection with the Contract.

13. Force Majeure
The Training Provider shall not be liable or be considered to be in breach or default of its
obligations under the Contract to the extent that performance of such obligations is delayed or
prevented, directly or indirectly, due to causes beyond its reasonable control, including, but not
limited to,
(i) acts of God, acts (or omissions) of governmental authorities, fires, severe weather
conditions, earthquakes, strikes or other labor disturbances, floods, risk of
kidnapping, war (declared or undeclared), armed conflict, acts or threats of terrorism,
epidemics, civil unrest, riot, delays in transportation, or car shortages; or
(ii) acts (or omissions) of the Customer or the Customer’s suppliers or agents. The
Training Provider shall notify the Customer in the event of any such delay. The
Course Date shall be extended for a period equal to the time lost by reason of delay,
plus such additional time as may be reasonably necessary to overcome the effect of

such delay. The Training Provider shall notify Customer, as soon as practicable, of
the revised Course Date.
14. Governing Law and Dispute Resolution
14.1 Any dispute arising between the parties out of or in connection with the Contract shall

be dealt with in accordance with the provisions of this Clause 14.

14.2 The dispute resolution process may be initiated at any time by either party serving a
notice in writing on the other party that a dispute has arisen. The notice must include
reasonable information as to the nature of the dispute.

14.3 The Customer shall indemnify, and keep indemnified, the Training Provider from and
against any losses, damages, liability, costs (including legal fees) and expenses
incurred by the Training Provider as a result of or in connection with the Customer’s
breach of any of their Customer obligations under the Contract.

15. Third Party Rights
The Contract does not confer any rights on any person or party (other than the parties to the
Contract and, where applicable, their successors and permitted assigns) pursuant to the Contracts
(Rights of Third Parties) Act 1999.

16. Notices

16.1 Any notice required to be given under the Contract shall be in writing and shall be

delivered by hand or sent by post or email to the other party.

16.2 A correctly addressed notice sent by pre-paid first-class post or recorded delivery post
shall be deemed to have been received at the time at which it would have been
delivered in the normal course of post. A notice sent email shall be deemed to have
been received at the time of transmission (as shown by the time sent in respect of an
email).

17. General clauses

The Training Provider may assign its rights and obligations regarding the Course, in part or in
whole, either to one of its Affiliates or subcontractors without Customer’s consent and upon
written notice to Customer setting forth the effective date of such assignment. The Customer
agrees to execute such documents as may be necessary to effect the assignment.

18. 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).