Terms of Engagement relating to the purchase and delivery of Individual DSL Training (the Services).
The Engagement shall commence on the date of purchase (Commencement Date) and shall continue until the Services are completed, or the Engagement is otherwise terminated in accordance with these Terms and Conditions.
The Athena Programme Limited (TAP) shall deliver the Services through the use of the Trainer or such other individual as it deems fit from time to time. The Services shall be delivered virtually as set out in these Terms and Conditions. The Services shall be delivered using due care, skill and ability save that TAP makes no guarantees, representations or undertakings about the suitability of the Services or that they shall provide any desired outcomes or results for the Client.
Nothing in these Terms and Conditions shall prevent TAP or the –Trainer from being engaged, concerned or having any financial interest in any capacity in any other business, trade, profession or occupation during the Engagement. TAP shall use reasonable endeavours to deliver the Services in accordance with any agreed delivery dates, but for the avoidance of doubt, time for delivery of the Services shall not be of the essence.
The Client’s Responsibilities
The Client shall from time to time unless otherwise agreed:
- (a) provide TAP with all support, information and any other reasonable assistance required by it in connection with the delivery of the Services; (b) ensure that each delegate attending the training session understands that they are to follow the –Trainer’s instructions;
- (c) if applicable, ensure that each delegate attending the training session has consented, acknowledged and irrevocably agreed to the training session being recorded;
- (d) to provide each delegate with log on details for the online platform to enable access to the training session;
- (e) ensure each delegate has been provided with all relevant information ahead of attending the training session to include but not limited to a copy of the training guidelines (Training Guidelines) provided by TAP;
- (f) notify TAP of its intention to vary the Training Date providing a minimum of one months’ written notice prior to the Training Date.
Fees & Payment
The Client shall make payment for the Services on the Commencement Date via Tap’s website. All sums due for the Services are inclusive of VAT. Without prejudice to any dispute being raised by the Client, it will pay TAP without set off or counterclaim. TAP may at any time and without
notice to the Client, set off any liability of TAP to the Client against any liability of the Client to TAP, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises or has arisen under these Terms and Conditions.
The Client acknowledges and agrees that where the –Trainer deems a delegate’s behaviour to be disruptive or where the delegate fails to adhere to the Training Guidelines, the delegate will be asked to leave the training session with immediate effect and will not be permitted to attend any further training sessions. Furthermore, where a number of delegates are being disruptive or failing to adhere to the Training Guidelines, the Trainer may (at their absolute discretion) terminate the training session with immediate effect. TAP shall have the exclusive
right to investigate any such events/complaints and report back to the Client on its findings. The Client agrees and acknowledges that in such circumstances no refund of Fees will apply.
Cancellation and Cancellation Fees
TAP reserves the right at its absolute discretion at any time and without liability to the Client to cancel or alter the Training Date(s) and/or the provision of the Services (TAP Variation). In the event of a TAP Variation, TAP will notify the Client in writing as soon as reasonably practicable upon becoming aware of its intention to make a TAP Variation. In this case, TAP shall notify the Client of the next available potential date(s) and once agreed, shall be referred to as the Training Date(s).
Any sums paid by the Client in advance of the performance of the Services shall be non– refundable.
At the absolute discretion of TAP, a credit note may be issued by TAP to the Client in respect of any cancellations in accordance with the above paragraph and which would be valid and redeemable for a period of three calendar months from the date of issue.
The Client will use its best endeavours not disclose (nor permit to be disclosed) details of any information in whatever form (including, without limitation, in written, oral, visual or electronic form) relating to the business, products, affairs and finances of TAP for the time being confidential or sensitive and trade secrets including, without limitation, information (including the Materials, as defined in ‘Intellectual Property’ below) that is created, developed, received or obtained in connection with the Services whether or not such information (if in anything other than oral form) is marked confidential or sensitive and including also information which is sensitive, commercial and/or confidential in nature (Confidential Information) to any third party.
The Client agrees that it shall not solicit additional services from or deal in any way with for a period of two years following the Commencement Date, howsoever arising:
- (a) the Trainer; and/or
- (b) any employee, former employee, agent, subcontractor or of TAP; without dealing with TAP directly.
The Client agrees and acknowledges that TAP retains any and all present and future intellectual property rights in any equipment, documentation and materials prepared for or provided to the Client (Materials).
The Client agrees and acknowledges that TAP retains any and all present and future intellectual property rights in the recording of each training
session including but not limited to the copying and distribution of each session recording.
Liability and Indemnity
TAP shall not be liable to the Client as a result of any delay or failure to perform its obligations under these Terms and Conditions a result of:
- (a) any act or omission of the Client, its agents,
sub–contractors or employees; or
- (b) an event beyond TAP’s reasonable control.
Nothing in these Terms and Conditions excludes liability for death or personal injury arising out of negligence or any damage or liability incurred by the Client as a result of TAP’s fraud or fraudulent misrepresentation. Subject to the provisions of this clause TAP shall not be liable to the Client:
- (a) whether in tort (including negligence or breach of statutory duty), contract, misrepresentation or otherwise for loss of profits, business and goodwill, anticipated savings, goods, contract, use, corruption of data or information, or any special, indirect,
consequential or pure economic loss, costs, damages, charges or expenses;
- (b) where the Client is covered for any such loss, costs, damages, charges or expenses under a policy of insurance;
- (c) where the Client has modified or variedanything which TAP has provided to it in the course of delivering the Services (Works) or
the nature of its business, its operating processes, working environment or anything which is specifically referred to in the Works in any way or where the Client has failed to inform TAP of or concealed from TAP any aspects of its business, operating practices or working environment anything which TAP may reasonably have needed to be aware in course of producing the Works and performing the Services;
- (d) where legislation, regulations, guidance, publications, recognised practice and/or any rules or bye–laws (including any of those issued or published by any regulatory, governing or recognised body from time to time) change in such a way that the Works and/or the Services performed are no longer current, up–to–date or recognised practice and for the avoidance of doubt where this is the case the Client acknowledges and warrants that it shall not act in accordance with the Works and/or any Services; and
in any event TAP’s total liability shall be limited to the total of all sums paid to it by the Client in connection with the Services.
The Client agrees to indemnify TAP, keep it indemnified and held harmless at all times against all or any costs, charges, claims, damages, losses or expenses sustained or incurred by TAP, or for which TAP may become liable, arising directly or indirectly from the Client’s failure to perform or delay in the performance of any of its obligations under these Terms and Conditions or from any fraudulent or negligent act by the Client.
Suspension and Termination
TAP may without liability to the Client suspend or terminate the Engagement with immediate effect if at any time in the event that:
- (a) the Client in the reasonable opinion of TAP, commits (or is likely to commit) a breach of any term and fails (in the case of a breach capable of being remedied) within 7 days of receipt of a request to do so, to remedy the breach;
- (b) the Client commits any repeated breach or non–observance of any of the provisions of these Terms and Conditions or refuses or neglects to comply with any reasonable and lawful directions of TAP;
- (c) the Client ceases to carry on business or is unable to pay its debts; or
- (d) the Client commits any fraud or dishonesty or acts in any manner which in the opinion of TAP brings or is likely to bring TAP into
disrepute or is materially adverse to the interests of TAP.
Upon or as soon as possible thereafter the Client shall comply with all reasonable instructions issued by TAP to it in relation to its Confidential Information and provide evidence of its compliance with any such instructions as requested by TAP. Any termination of the Services (howsoever occasioned) shall not affect any accrued rights or liabilities of either party nor shall it affect the coming into force or the continuance in force of any provision in these Terms and Conditions which is expressly or by implication intended to come into or to continue in force on or after such termination.
Notice and Communications
Any notice shall be in writing and signed by or on behalf of the party giving it and shall be served by delivering it personally, or sending it by pre–paid recorded delivery or registered post to the relevant party at its registered office for the time being or by sending it by email to the email address notified by the relevant party to the other party. Any such notice shall be deemed to have been received:
- (a) if delivered personally, at the time of delivery;
- (b) in the case of pre–paid recorded delivery or registered post, 48 hours from the date of posting; and
- (c) in the case of email, at the time of transmission.
In proving such service it shall be sufficient to prove that the envelope/media containing such notice was addressed to the address of the relevant party and delivered either to that address or into the custody of the postal authorities as a pre-paid recorded delivery or registered post or that the notice was transmitted by email to the email address of the relevant party.
For the purposes of this term, in writing includes email but not fax.
Each party shall ensure that it has complied with the provisions of the Data Protection Act 2018 (as amended or updated from time to time) at all times when performing its obligations and for the avoidance of doubt the Client shall remain the data controller in respect of any personal data
provided to TAP and/or the Trainer in the course of the Engagement.
Where the discharge of TAP’s obligations involves the processing of any personal data, the Client appoints TAP as the Client’s data processor.
The Client will ensure that it has all necessary and appropriate consents and notices in place to enable the lawful transfer of personal data to TAP.
The Client consents to TAP appointing Trainers as third-party processors of personal data to fulfil any of its obligations to provides the Services.
Each party on behalf of itself acknowledges and agrees with the other party that these Terms and Conditions constitute the entire understanding between them and supersedes any previous agreement between them relating to its subject matter.
No variation of these Terms and Conditions shall be valid unless it is in writing and signed by or on behalf of each of the parties.
Both parties will be released from their respective obligations to the extent of the prevention, restriction or interference if any cause beyond the
reasonable control of the parties or either of them renders the performance of the Services impossible but the relevant party shall use its reasonable endeavours to avoid or remove the causes of non- performance and shall continue performance whenever such causes are removed or diminished providing it shall be capable of doing so within one month of the date the relevant circumstances beyond its control arose. If the period of one month should expire, either party may serve immediate notice on the other.
The Client shall not, without the prior written consent of TAP, assign, transfer, charge, mortgage, subcontract, delegate or deal in any other matter (Transfer) with all or any of its rights or obligations under these Terms and Conditions. TAP may at any time Transfer with all or any of its rights or obligations without the prior written consent of the Client.
No Partnership and Agency
Nothing in these Terms and Conditions is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between the parties, nor shall it constitute any party the agent of the other for any purpose. No party shall have authority to act as agent for, or to bind the other party in any way.
The failure or delay of TAP at any time or times to require performance of any provision hereof shall not affect its right to enforce such provision at a later time. No waiver by TAP of any conditions or the breach of any term, covenant, representation or warranty contained in these Terms and Conditions in any one or more instances shall be deemed to be or construed as a further or continuing waiver of any such condition or breach or a waiver
In the event that any provision of these Terms and Conditions is declared by any judicial or other competent authority to be void, voidable, illegal or otherwise unenforceable, without prejudice to the validity or enforceability of the remainder of the Terms and Conditions that provision or part provision shall, to the extent required, be modified or deleted to give full effect to the intentions of the parties or if not agreeable, to the extent necessary to give the provision or part provision legal, valid or unenforceable.
Except as expressly provided elsewhere in these Terms and Conditions a third party shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Terms and Conditions.
Law and Jurisdiction
Any dispute or claim arising out of or in connection with the Engagement shall be governed by and construed in accordance with the law of England and Wales. The parties irrevocably agree that the courts of England shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with the Engagement.