TERMS AND CONDITIONS FOR SERVICE USERS

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

You should print off a copy of these Conditions or save them to your computer for future reference.

  1. INTERPRETATION

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

  1. Definitions:
  1. Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
  2. Charges: the charges payable by the Customer for the supply of the Services in accordance with 5.
  3. Commencement Date: has the meaning given in 2.2.
  4. Conditions: these terms and conditions as amended from time to time in accordance with 15.
  5. Contract: the contract between the Supplier and the Customer for the supply of Services in accordance with these Conditions.
  6. Customer: the person or firm who purchases Services from the Supplier.
  7. Customer Default: has the meaning set out in 4.2.
  8. Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the retained EU law version of the General Data Protection Regulation ((EU) 2016/679), the Data Protection Act 2018 (and regulations made thereunder) or any successor legislation, 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). 
  9. Deliverables: the digital content and training materials provided by the Supplier for the Customer. 
  10. Force Majeure Event: has the meaning set out in clause 11.1.
  11. 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, 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.
  12. Order: the Customer’s order for Services as set out in the Order Confirmation. 
  13. Order Confirmation: the order confirmation provided to the Customer by email following acceptance of the Customer’s Order.
  14. Services: access to the Supplier’s online training video portal and the Deliverables selected by the Customer to be supplied by the Supplier (or its employees, agents, contractors or subcontractors).
  15. Supplier: Chloe Norcross, trading as Course We Will, whose business address is 49 Gordale Close, Winnington, Cheshire, CW8 4XT.
  1. A reference to legislation or a legislative provision:
    1. is a reference to it as amended, extended or re-enacted from time to time; and
    2. shall include all subordinate legislation made from time to time under that legislation or legislative provision.
  2. 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.
  3. A reference to writing or written excludes fax, email, SMS/text message and instant message. 
  1. BASIS OF THE CONTRACT
    1. Each Order constitutes an offer by the Customer to purchase Services in accordance with, and subject to, these Conditions.
    2. The Order shall only be deemed to be accepted when the Supplier issues the Order Confirmation, at which point and on which date the Contract shall come into existence (Commencement Date). 
    3. Any samples, descriptive matter or advertising issued by the Supplier, and any descriptions or illustrations contained on the Supplier’s website or in any of the Supplier’s marketing materials, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force. 
    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. SUPPLY OF SERVICES
    1. The Supplier shall supply the Services to the Customer in all material respects in accordance with the specification for those Services detailed on the Supplier’s website. 
    2. The Supplier is unable to perform the Services on electronic devices registered at addresses outside the UK or to any customer who is not a UK resident. The Customer may place an Order from an address outside the UK but the Services must be for performed at an address in the UK for a UK resident (or, where Services are performed on an electronic device, on an electronic device registered or purchased at an address in the UK).
    3. The Supplier shall use all reasonable endeavours to meet any performance dates specified on the Supplier’s website, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
    4. Where the Services are a one-off purchase of Deliverables, the Supplier will make those Deliverables available for download as soon as it has accepted the Customer’s Order.
    5. Where the Services are ongoing services or a subscription to receive Deliverables, the Supplier will provide the Services or Deliverables to the Customer until either the Services are completed or the Contract is terminated by either party (for whatever reason) or expires.
    6. The Supplier reserves the right to amend the specification for the Services (including, but not limited to, any Deliverables) provided on its website, 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 Services, and the Supplier shall notify the Customer in any such event.
    7. The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill. 
  3. CUSTOMER OBLIGATIONS 
    1. The Customer shall:
      1. ensure that the terms of the Order are complete and accurate;
      2. co-operate with the Supplier in all matters relating to the Services;
      3. only use the Services in connection with its trade, business, occupation or profession
      4. provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects; 
      5. comply with the Supplier’s website terms and conditions and acceptable use policy; and 
      6. comply with all applicable laws.
    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):
      1. without limiting or affecting any other right or remedy available to it, the Supplier shall have the right to suspend performance of the Services 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;
      2. 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 4.2; and 
      3. 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.
  4. CHARGES AND PAYMENT
    1. The Charges for the Services shall as indicated on the order page of the Supplier’s website when the Customer placed your Order. The Supplier take all reasonable care to ensure that the Charges advised to the Customer are correct.
    2. The Supplier will normally check that the Charges set out in an Order are correct before accepting an Order. If the correct Charges at the date the Customer placed an order for Services are higher than the Charges stated to the Customer, the Supplier will notify the Customer for before accepting that Order. If the Supplier accepts and processes an Order where a Charge error is obvious and unmistakeable and could reasonably have been recognised by the Customer as a mispricing, the Supplier may terminate the Contract, refund the Customer any sums it has paid and cease providing the Services to the Customer.
    3. The Supplier reserves the right to increase the Charges on an annual basis with effect from each anniversary of the Commencement Date in line with the percentage increase in the Retail Prices Index in the preceding 12-month period and the first such increase shall take effect on the first anniversary of the Commencement Date and shall be based on the latest available figure for the percentage increase in the Retail Prices Index.
    4. Where the Services are a one-off service for Deliverables, the Supplier shall invoice the Customer on acceptance of an Order and the Customer must pay that invoice in full and in cleared funds to a bank account nominated in writing by the Supplier before downloading any Deliverables.
    5. Where the Services are ongoing services, the Supplier shall invoice the Customer on completion of the Services and the Customer shall pay each invoice submitted by the Supplier:
      1. within seven (7) days of the date of the invoice; and
      2. in full and in cleared funds to a bank account nominated in writing by the Supplier
    6. Time for payment shall be of the essence of the Contract.
    7. 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 Services at the same time as payment is due for the supply of the Services. 
    8. 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 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 5.8 will accrue each day at four percent (4%) a year above the Bank of England’s base rate from time to time, but at four percent (4%) a year for any period when that base rate is below zero percent (0%).
    9. 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).
  5. INTELLECTUAL PROPERTY RIGHTS 
    1. Nothing in this Contract shall transfer ownership of any Intellectual Property Rights in the Services (including, but not limited to, any Deliverable) to the Customer. All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by the Supplier or used by the Supplier on licence from its subcontractors who have created the Deliverables. 
    2. The Supplier grants to the Customer, or shall procure the grant to the Customer of, a fully paid-up, worldwide, non-exclusive, royalty-free licence during the term of the Contract to use the Deliverables for the purpose of receiving and using the Services and the Deliverables in its business.
    3. The Customer shall not sub-license, assign or otherwise transfer the rights granted in 6.2.
  6. DATA PROTECTION 

The parties shall each comply with their data protection obligations under the Data Protection Legislation.

  1. LIMITATION OF LIABILITY

The Customer’s attention is particularly drawn to this clause.

  1. References to liability in this 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.
  2. Nothing in this 8 shall limit the Customer’s payment obligations under the Contract.
  3. Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
    1. death or personal injury caused by negligence;
    2. fraud or fraudulent misrepresentation; and
    3. breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
  4. Subject to 8.3, the Supplier’s total liability to the Customer for all loss or damage shall not exceed an amount equal to the Charges or £250 (whichever is lower).
  5. The caps on the Supplier’s liabilities shall be reduced by:
    1. payment of an uncapped liability; and
    2. amounts awarded by a court or arbitrator, using their procedural or statutory powers in respect of costs of proceedings or interest for late payment.
  6. Subject to 8.3, the Supplier shall not be liable for any:
    1. loss of profits;
    2. loss of sales or business;
    3. loss of agreements or contracts;
    4. loss of anticipated savings;
    5. loss of use or corruption of software, data or information;
    6. loss of or damage to goodwill; and
    7. indirect or consequential loss.
  7. The Supplier has given commitments as to compliance of the Services with relevant specifications in 3. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
  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 one (1) month from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
  9. This 8 shall survive termination of the Contract.
  1. TERMINATION
    1. Without affecting any other right or remedy available to it, either party may terminate the Contract by giving the other party ten (10) Business Days’ written notice.
    2. 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:
      1. 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 thirty (30) days of that party being notified in writing to do so;
      2. 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;
      3. the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
      4. the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
    3. 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 the Customer fails to pay any amount due under the Contract on the due date for payment.
    4. Without affecting any other right or remedy available to it, the Supplier may suspend the supply of Services under the Contract or any other contract between the Customer and the Supplier if:
      1. the Customer fails to pay any amount due under the Contract on the due date for payment;
      2. the Customer becomes subject to any of the events listed in 9.2(c) or 9.2(d), or the Supplier reasonably believes that the Customer is about to become subject to any of them; and
      3. the Supplier reasonably believes that the Customer is about to become subject to any of the events listed in 9.2(b).
  2. CONSEQUENCES OF TERMINATION
    1. On termination of the Contract:
      1. the Customer’s access to the Supplier’s online training platform, and to any Deliverables, shall cease with immediate effect;
      2. the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of Services 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; 
      3. the Customer shall return or irretrievably delete or destroy any Deliverables which have been downloaded or reduced to physical media (such as those which have been printed out) and which have not been fully paid for. If the Customer fails to do so, the Supplier may take enforcement action to take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract.
    2. Termination of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.
    3. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.
  3. FORCE MAJEURE
    1. The Supplier will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any (i) acts of God, flood, drought, earthquake or other natural disaster; (ii) epidemic or pandemic; (iii) terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations; (iv) nuclear, chemical or biological contamination or sonic boom; (v) any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent; (vi) collapse of buildings, fire, explosion or accident; (vii) any labour or trade dispute, strikes, industrial action or lockouts (other than in each case by the party seeking to rely on this clause, or companies in the same group as that party); (viii) non-performance by suppliers or subcontractors; and (ix) interruption or failure of utility service (each being a Force Majeure Event). 
    2. If a Force Majeure Event takes place that affects the performance of the Supplier’s obligations under the Contract:
      1. the Supplier will notify the Customer as soon as reasonably possible; and
      2. the Supplier’s obligations under the Contract will be suspended and the time for performance of the Supplier’s obligations will be extended for the duration of the Force Majeure Event. The Supplier will arrange a new date for performance of the Services with the Customer after the Force Majeure Event is over. 
    3. The Customer may terminate the Contract affected by an Force Majeure Event which has continued for more than thirty (30) days. 
  4. ASSIGNMENT AND OTHER DEALINGS
    1. 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.
    2. 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 without the prior written consent of the Supplier.
  5. CONFIDENTIALITY
    1. The Customer undertakes that it shall not at any time during the Contract, and for a period of two (2) years after termination or expiry of the Contract, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the Supplier, except as permitted by 13.2.
    2. The Customer may disclose the Supplier’s confidential information:
      1. 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 13; and
      2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
    3. The Customer shall not use the Supplier’s confidential information for any purpose other than to perform its obligations under the Contract.
  6. ENTIRE AGREEMENT
    1. 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.
    2. 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.
    3. Nothing in this clause shall limit or exclude any liability for fraud.
  7. 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).

  1. 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.

  1. 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 17 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.

  1. NOTICES
    1. Any notice 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).
    2. Any notice shall be deemed to have been received:
      1. if delivered by hand, at the time the notice is left at the proper address; or
      2. 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.
    3. A notice shall not be valid if sent by fax, email, SMS/text message or instant message.
    4. This 18 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.
  2. THIRD PARTY RIGHTS
    1. 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.
    2. The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.
  3. 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.

  1. 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.