The definitions in clause 9 shall apply to these Conditions.
- The Booking constitutes an offer by the Customer to purchase attendance slots on a Course in accordance with these Conditions.
- The Booking shall only be deemed to be accepted when the Supplier confirms acceptance of the Booking or issues an invoice for the Charges payable (as the case may be), at which point a legally binding Contract will come into existence.
- The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Supplier which is not set out in the Contract.
- Any descriptive matter or advertising issued by the Supplier or shown on its website, or contained in its catalogues or brochures, are issued for the sole purpose of giving an approximate idea of the Courses described in them. They shall not form part of the Contract or have any contractual force.
- 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 trade, custom, practice or course of dealing.
- The Supplier shall use its reasonable endeavours to provide the Course at the stated time and venue. In the event of any change to the start time or venue, the Supplier shall notify the Customer as soon as reasonably practicable.
- In the event that a Course is cancelled or postponed by the Supplier, it shall provide the Customer with a reasonable selection of alternative dates, venues and/or Courses. If those options are unsuitable for the Customer, a full refund of any Charges paid for the Course will be issued to the Customer within 60 days.
- The Supplier shall have the right to make any changes to the Course, including but not limited to the trainer(s) providing the Course, at any time prior to its commencement.
- All Intellectual Property Rights in or arising out of or in connection with the Course (including any and all materials displayed or distributed therein) shall be owned by the Supplier or its third party licensors.
Charges and payment
- The Charges for the Course shall be as set out in the Booking and the invoice issued by the Supplier.
- The Supplier shall invoice the Customer on acceptance of the Booking.
The Customer shall pay each invoice submitted by the Supplier:
- within 60 days of the date of the invoice;
- in full and in cleared funds to a bank account nominated in writing by the Supplier, and
- time for payment shall be of the essence of the Contract.
- All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable for the time being (VAT) which, if applicable, shall be payable in addition to the Charges and other amounts payable.
- If the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 4% per cent per annum above the Bank of England's base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.
- The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law).
Charges and payment
Once the Contract is formed, the Customer may not cancel or amend the Booking without the prior express consent of the Supplier. In the
event of any unauthorised cancellation, or non-attendance at a Course, the Customer shall be liable as follows:
- cancellation on 30 days' notice or more = 25% of the Charges;
- cancellation on between 14 to 29 days' notice = 50% of the Charges;
- cancellation on less than 14 days' notice = 100% of the Charges.
- In the event that the Customer has already paid the Charges, the Supplier shall retain the relevant sum and refund the remainder to the Customer. If the Customer has not yet paid, the Supplier shall render an invoice for the cancellation charge which shall be payable within 30 days. The cancellation charge is a reasonable sum and reflects the Supplier's time and expense in dealing with the Customer, issuing any refund or amended invoice, relisting the Booking and/or losing the opportunity to resell the Booking.
- If the Customer is unable to attend the Course, the Supplier may agree to reseat the Customer on an alternative Course, subject to payment by the Customer of the Charges for the original Course, plus an additional 50% of those Charges for the reseating.
Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the
- the Customer fails to pay the Charges by the due date for payment; or
- the Customer suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply; or
- the Supplier is no longer able to provide the Course or there is insufficient interest in the Course (in which case the Supplier shall refund any Charges paid).
On expiry or termination of the Contract for any reason:
- the Customer shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest (including any issued as a result of termination or expiry);
- the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall be unaffected; and
- clauses which expressly or by implication survive termination shall continue in full force and effect.
- Once the Contract is formed, the Customer may not cancel or amend the Booking without the prior express consent of the Supplier. In the event of any unauthorised cancellation, or non-attendance at a Course, the Customer shall be liable as follows:
Limitation of liability
Nothing in these Conditions shall limit or exclude the Supplier's liability for:
- death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors; or
- fraud or fraudulent misrepresentation.
Subject to clause 6.1:
- the Supplier shall under no circumstances whatever be liable to the Customer, 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
- the Supplier's total liability to the Customer 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 the Charges.
- 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.
- Nothing in these Conditions shall limit or exclude the Supplier's liability for:
- For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of the Supplier including but not limited to strikes, lock-outs, failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, fire, flood, storm or default of suppliers or subcontractors.
- The Supplier shall not be liable to the Customer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.
- Assignment and other dealings. The Supplier may assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under this Contract. The Customer shall not, without the Supplier's prior written consent, 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 the Contract.
- Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, fax or e-mail.
- A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 8.2(a); 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 fax or e-mail, one business day after transmission.
- Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted and shall not affect the validity and enforceability of the rest of the Contract.
- Waiver. 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 provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict its further exercise of that or any other right or remedy.
- No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, nor constitute either party the agent of the other for any purpose.
- Third parties. A person who is not a party to the Contract shall not have any rights to enforce its terms.
- Variation. Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by the Supplier.
- Governing law & Jurisdiction. This Contract, 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 and the courts of England and Wales shall have exclusive jurisdiction to settle any such dispute or claim.
In these Conditions, the following definitions apply:
Booking: the Customer's booking for a Course, including details of the time and venue of the Course, delegate(s) and Charges payable.
Charges: the charges payable by the Customer for the Course in accordance with clause 4.
Contract: the contract between the Supplier and the Customer for the Course in accordance with these Conditions.
Course: the training course to be provided by or on behalf of the Suppler.
Customer: the person, school, authority or firm who makes a Booking.
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 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: Shootme Ltd, trading as CPD for Teachers, registered in England and Wales with company number 04581625.
In these Conditions, the following rules apply:
- a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
- a reference to a party includes its successors or permitted assigns;
- any phrase introduced by the terms including, include, in particular or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
- a reference to writing or written includes faxes and e-mails.
- Definitions. In these Conditions, the following definitions apply: