Terms and Conditions

THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF CLAUSE 8 (LIMITATION OF LIABILITY). 

1. Interpretation 

The following definitions and rules of interpretation apply in these Conditions. 

1.1 Definitions: 

Booking Request: the Customer’s booking of Training Content as set out in the Customer’s purchase order form and/or the Customer’s written acceptance of a quotation by the Supplier. 

Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business. 

Conditions: these terms and conditions as amended from time to time in accordance with clause 11.5. 

Contract: the contract between the Supplier and the Customer for the supply of Training Content in accordance with these Conditions. 

Course Outline: the description or specification of the Training Content provided by the Supplier to the Customer. 

Customer: the person or firm who purchases Training Content from the Supplier. 

Data Protection Legislation: the UK Data Protection Legislation and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications); and the guidance and codes of practice issued by the relevant data protection or supervisory authority and applicable to a party. 

Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), 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. 

Supplier: NATIONAL GENDER TRAINING LIMITED registered in England and Wales with company number 12988191. 

Training Content: the course materials, training webinars and study aides and guides set out in the Booking Request produced by the Supplier for the Customer. 

1.2 Interpretation: 

(a) A reference to legislation or a legislative provision: 

(i) is a reference to it as it is in force as at the date of this Contract; and 

(ii) shall include all subordinate legislation made as at the date of this Contract under that legislation or legislative provision. 

(b) Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms. 

(c) A reference to writing or written excludes fax and email. 

2. Basis of contract 

2.1 The Booking Request constitutes an offer by the Customer to purchase the Training Content in accordance with these Conditions. 

2.2 The Booking Request shall only be deemed to be accepted when the Supplier issues written acceptance of the Booking Request or provides access to the Training Content at which point and on which date the Contract shall come into existence (Commencement Date). 

2.3 Any literature, drawings, descriptive matter or advertising issued by the Supplier, and any descriptions or illustrations contained in the Supplier’s website catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the Training Content described in them. They shall not form part of the Contract or have any contractual force. 

2.4 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing. 

2.5 Any quotation given by the Supplier shall not constitute an offer, and is only valid for a period of 28 Business Days from its date of issue. 

2.6 The Training Content will only be valid for one single use and to access for 12 months following receipt of the acceptance of the or provision of access to the Training Content.

2.7 The Training Content is for individual use only and any copying recording group streaming or public display of the Training Content is strictly prohibited. 

2.8 If the Supplier becomes aware that the Training Content has been made available in breach of clause 2.7 above the Supplier shall be entitled to issue an invoice for each individual use of the Training Content reasonably suspected by the Supplier in excess of those within the Booking Request (and the decision of the Supplier in this regard shall be binding in the absence of manifest error) which must be paid by the Customer within 7 days from the date of issue. 

3. Supply of Training Content 

3.1 The Supplier shall supply the Training Content or access to the Training Content to the Customer substantially in accordance with the Course Outline. 

3.2 The Supplier reserves the right to amend the Course Outline if necessary to comply with any applicable law regulatory requirement or improvement in best practice, or if the amendment will not materially affect the nature or quality of the Training Content, and the Supplier shall notify the Customer in any such event. 

3.3 The Supplier warrants to the Customer that the Training Content will be provided using reasonable care and skill. 

4. Customer’s obligations 

4.1 The Customer shall: 

(a) co-operate with the Supplier in all matters relating to the Training Content; 

(b) for “in person” training, provide the Supplier, its employees, agents, consultants and subcontractors, with access to the Customer’s premises, office accommodation and other facilities as reasonably required by the Supplier; 

(c) provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Training Content, and ensure that such information is complete and accurate in all material respects; 

(d) ensure that the Customer’s software where any Training Content is to be downloaded or streamed is compatible with your IT systems. 

(e) keep all links materials, equipment, documents and any other property of the Supplier (Supplier Materials) at the Customers premises or under the Customer’s control from time to time in safe custody at its own risk, maintain the Supplier Materials in good condition until returned to the Supplier, and not dispose of or use the Supplier Materials other than in accordance with the Supplier’s written instructions or authorisation.

4.2 If the Supplier’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default): 

(a) without limiting or affecting any other right or remedy available to it, the Supplier shall have the right to suspend performance of or withdraw access to the Training Content until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays the Supplier’s performance of any of its obligations; 

(b) the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier’s failure or delay to perform any of its obligations as set out in this clause 4.2; and 

(c) the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default. 

5. Charges and payment 

5.1 The price for the Training Content shall be the price as set out by the Supplier from time to time. 

5.2 The Supplier reserves the right to increase the price of the Training Content by giving notice to the Customer at any time before delivery to reflect any increase in the cost of the Training Content. 

5.3 The Supplier shall invoice the Customer following receipt of the Booking Request for the supply of the Training Content. 

5.4 The Customer shall pay each invoice submitted by the Supplier: 

(a) Upon purchase of the Booking Content as outlined in the Booking Request but in any event no later than 30 days from the date of the invoice ; and 

(b) in full and in cleared funds to a bank account nominated in writing by the Supplier, and 

(c) time for payment shall be of the essence of the Contract. 

5.5 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by the Supplier to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Training Content at the same time as payment is due for the supply of the Training Content. 5 

5.6 If the Customer fails to make a payment due to the Supplier under the Contract by the due date, then, without limiting the Supplier’s remedies under clause 9, 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 5.6 will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%. 

5.7 All amounts due under the Contract 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). 

6. Intellectual property rights 

6.1 All Intellectual Property Rights in or arising out of or in connection with the Training Content shall be owned by the Supplier. 

6.2 The Customer must not under any circumstances copy and/or modify the Training Content for the purpose of receiving and using the Training Content in its business or recreationally. The Training Content must only be used as provided in the Course Outline. 

6.3 The Supplier owns all Intellectual Property Rights in relation to the Training Content and any breach of clause 6.1 and 6.2 shall be in breach of this Agreement. 

6.4 The Customer shall indemnify the Supplier against all costs claims demands liabilities charges and expenses incurred by the Supplier as a result of any infringement or alleged infringement of Intellectual Property Rights by the Customer. 

7. Data protection 

7.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause is in addition to, and does not relieve, remove or replace, a party’s obligation or rights under the Data Protection Legislation. In this clause, Applicable Laws means (for so long as and to the extent that they apply to the Supplier) 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. 

7.2 Without prejudice to the generality of this clause, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to the Supplier for the duration and purposes of the Contract. 

7.3 Without prejudice to the generality of clause 7, the Supplier shall, in relation to any personal data processed in connection with the performance by the Supplier of its obligations under the Contract: 

(a) process that personal data only on the documented written instructions of the Customer unless the Supplier is required by Applicable Laws to otherwise process that personal data. Where the Supplier is relying on Applicable Laws as the basis for processing personal data, the Supplier shall promptly notify the Customer of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit the Supplier from so notifying the Customer; 

(b) ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Customer, 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); 

(c) ensure that all personnel who have access to and/or process personal data are obliged to keep the personal data confidential; 

(d) notify the Customer as soon as reasonably practicable on becoming aware of a personal data breach; and 

(e) at the written direction of the Customer, delete or return personal data and copies thereof to the Customer on termination of the Contract unless required by Applicable Law to store the personal data. 

7.4 The Supplier may, at any time on not less than 30 days’ notice, revise this clause 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 replaced by attachment to the Contract). 

8. Limitation of liability: THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE. 

8.1 The Supplier has obtained insurance cover in respect of its own legal liability for individual claims not exceeding £1,000,000.00 per claim. The limits and exclusions in this clause reflect the insurance cover the Supplier has been able to arrange and the Customer is responsible for making its own arrangements for the insurance of any excess loss. 

8.2 References to liability in this clause 8 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

8.3 Neither party may benefit from the limitations and exclusions set out in this clause in respect of any liability arising from its deliberate default. 

8.4 Nothing in this clause 8 shall limit the Customer’s payment obligations under the Contract. 

8.5 Nothing in the Contract limits any liability which cannot legally be limited, including liability for: 

(a) death or personal injury caused by negligence; 

(b) fraud or fraudulent misrepresentation; and 

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

8.6 Subject clause 8.3 (No limitation in respect of deliberate default), clause 8.4 (No limitation of customer’s payment obligations) and clause 8.5 (Liabilities which cannot legally be limited), this clause 8.6 sets out the types of loss that are wholly excluded: 

(a) loss of profits. 

(b) loss of sales or business. 

(c) loss of agreements or contracts. 

(d) loss of anticipated savings. 

(e) loss of use or corruption of software, data or information. 

(f) loss of or damage to goodwill; and 

(g) indirect or consequential loss. 

8.7 The Supplier has given commitments as to compliance of the Training Content with relevant specifications in clause 3. In view of these commitments, the terms implied by sections 3 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract. 

8.8 Unless the Customer notifies the Supplier that it intends to make a claim in respect of an event within the notice period, the Supplier shall have no liability for that event. The notice period for an event shall start on the day on which the Customer became, or ought reasonably to have become, aware of the event having occurred and shall expire 3 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail. 

8.9 This clause 8 shall survive termination of the Contract.

9. Termination 

9.1 Without affecting any other right or remedy available to it, either party may terminate the Contract by giving the other party written notice any time before access to the Training Content has been provided to the Customer provided that it is no later than 14 days following receipt of the Booking Request from the Supplier to the Customer. 

9.2 In respect of any termination by the Customer made less than 14 days before the course date the payment as set out in the Booking Request remains payable. 

9.3 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if: 

(a) the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing to do so; 

(b) the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), 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; 

(c) the other party suspends, or ceases to carry on all or a substantial part of its business; or 

9.4 Without affecting any other right or remedy available to it, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if: 

(a) the Customer fails to pay any amount due under the Contract on the due date for payment; or 

(b) there is a change of control of the Customer. 

9.5 Without affecting any other right or remedy available to it, the Supplier may suspend the supply of Training Content under the Contract or any other contract between the Customer and the Supplier if: 

(a) the Customer fails to pay any amount due under the Contract on the due date for payment; 

(b) the Customer becomes subject to any of the events listed in clause 9.3(c), or the Supplier reasonably believes that the Customer is about to become subject to any of them; and

(c) the Supplier reasonably believes that the Customer is about to become subject to any of the events listed in clause 9.3(b). 

10. Consequences of termination 

10.1 On termination or expiry of the Contract: 

(a) the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of Training Content supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt; 

(b) the Customer shall permanently delete the Training Content and all links from their software and destroy any printed literature or downloads so that the Customer cannot continue to enjoy the Training Content. 

10.2 Termination or expiry of the Contract 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 Contract which existed at or before the date of termination or expiry. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect. 

11. General 

11.1 Force majeure. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control. 

11.2 Assignment and other dealings. 

(a) The Supplier may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract. 

(b) The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract 

11.3 Confidentiality. 

(a) Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 11.3(b). 

(b) Each party may disclose the other party’s confidential information:

(i) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 11.3; and 

(ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority. 

(c) Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract. 

11.4 Entire agreement. 

(a) The Contract 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. 

(b) Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in the Contract. 

(c) Nothing in this clause shall limit or exclude any liability for fraud. 

11.5 Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives). 

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

11.7 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement. If any provision or part-provision of this Contract deleted under this clause 11.7 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

11.8 Notices. 

(a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or sent by email to the address specified in the Booking Request. 

(b) Any notice or communication shall be deemed to have been received: 

(i) if delivered by hand, at the time the notice is left at the proper address; 

(ii) 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; 

(iii) if sent by email at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 11.8(b)(iii), business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt. 

(c) This clause 11.8 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution. 

11.9 Third party rights. 

(a) Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract. 

11.10 Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the law of England and Wales. 

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

11.12 Incorporation. This document confirms the agreement between the Supplier and the Customer and purchase of the Training Content amounts to the Customers acceptance of these Terms and Conditions of Business.