Terms & Conditions
Terms & Conditions
TERMS AND CONDITIONS FOR TRAINING SERVICES
- DEFINITIONS “Agreement” means these terms and conditions and (depending on the type of Training Services) (i) the Booking Form and Privacy360 Limited acceptance of the Booking Form or (ii) the Purchase Order issued by the Client.“Booking Form” means the booking form issued to the Client by Privacy360 Limited or obtained by the Client from Privacy360 Limited website (which is applicable only for standard Training Services).
“Charges” means the charges for the Training Services set out in the Booking Form or the Proposal.
“the Client” means the company or person that authorised the payment or issuance of a purchase order.
“Clause” means a clause in these terms and conditions.
“Company” means Privacy360 Limited.
“the Date(s) for the Training Services” means the date(s) upon which the Training Services are to take place as set out in the Booking Form or the Proposal.
“Delegates” means the numbers of the Client’s staff who are to receive the Training Services as set out in the Booking Form or the Proposal.
“Expenses” means expenses incurred in respect of travel and accommodation wholly and necessarily for the purposes of the Agreement as may be identified in a Proposal.
“Payment” means that the amounts invoiced have been remitted to the primary payee, variously PayPal, Privacy360 Limited bank or such other organisation as has been separately agreed between the parties, and have subsequently cleared into Privacy360 Limited bank account.
“Personal Data” means the data which relates to a living individual who can be identified from that data or from that data and other information and which is provided to Privacy360 Limited by the Client.
“Proposal” means the proposal for Training Services accompanying these terms and conditions (which is applicable only for bespoke Training Services).
“Services” means services to be provided by Company to Client under the Agreement which include public scheduled courses, on-site training courses, consultancy training development, project management and administration, provision of equipment or systems; conduct of examinations, venue hire, courseware.
“Signature” means the evidence of attainment of agreement indicated by means of an exchange of emails which either specifically affirm the agreement or do not specifically and explicitly state that agreement has not been attained. One party to such exchange must be an authorised officer or representative of Privacy360 Limited, the other party to such exchange must be an authorised officer or representative of the Client.
“the Trainer” means the person delivering the Training Services.
“the Training Location” means the place at which the Training Services are to be provided by Privacy360 Limited as set out in the Booking Form or the Proposal.
“Training Services” means the training services set out in the Booking Form or the Proposal.
“Working Day”: every week day apart from Saturday, Sunday, statutory holidays in place where Services are provided
- Contractual precedence
Unless otherwise agreed in writing between the parties, if there is any inconsistency between these T&Cs and any other documents executed by the parties, the order of priority in descending order shall be:
(i) any other document executed by a Privacy360 Limited director and a Client authorised signatory;
(ii) these T&Cs;
- TRAINING SERVICES AND LOCATION
2.1 Privacy360 Limited shall provide the Training Services on the Date(s) for the Training Services and in accordance with these terms and conditions.
2.2 Up until 72 hours before the Training Services are due to commence, Privacy360 Limited may, by notice either verbally or any form or written communication alter the Training Location provided that the new location is within 50 miles of the original location and it is the responsibility of the Client to ensure Privacy360 Limited has sufficient contact information to enable this.
- TRANSFERS, CANCELLATION AND POSTPONEMENT
3.0 If the Consumer Protection (Distance Selling) Regulations 2000 apply, Client shall have the right to cancel this Agreement without any liability within 14 days of date of Agreement provided that Services have not commenced and are not due to commence in this period.
3.1 If a Delegate identified in a Booking Form or a Proposal wishes to cancel or transfer to another course, the following fees shall be due:
3.2 A substitute delegate may be provided at no cost.
3.3 Notification of any cancellation or transfer must be made in writing/email to the Training Manager at firstname.lastname@example.org
4.1 Delegates shall act reasonably throughout the training. Privacy360 Limited may remove a Delegate from a course, where, in the opinion of the Trainer, which shall be final, the Delegate is behaving unreasonably.
4.2 Delegates in respect of whom payment has not been completed per §5 will be excluded.
- CHARGES AND PAYMENT
5.1 The Charges for Training Services which are subject to a Booking Form shall be due upon booking and shall be paid within 7 days of the date of Privacy360 Limited invoice or 7 days prior to the date of commencement of the course, whichever is the sooner.
5.2 The Charges for the Training Services which are subject to a Purchase Order and related Expenses shall be due upon completion of the Training Services and payable within 30 days of the date of Privacy360 Limited invoice.
5.3 The Client shall pay the Charges without deduction or set-off.
5.4 Sums due under this Agreement are exclusive of all local or national taxes and money transfer charges which shall be payable by the Client.
5.5 In the event the Client fails to make payment in accordance with this Agreement, Privacy360 Limited will:
5.5.1 charge interest at the statutory interest rate specified in the Late Payment of Commercial Debts (Interest) Act 1998 and amendments thereto per month or part thereof on the unpaid sum for that period the sum remained properly due before and after any court judgement; and/or
5.5.2 by notice in writing suspend supply of the Training Services.
- LIABILITY AND ITS EXCLUSION AND LIMITATION
6.1 The Charges are determined on the basis of the limits of liability set out in these terms and conditions. The Client may, by written notice to Privacy360 Limited, request Privacy360 Limited to propose a higher limit of liability subject to an increase in the Charges.
6.2 Clause 6 sets out the entire liability of and exclusion thereof by Privacy360 Limited under and/or in connection with this Agreement and in respect of breach of this Agreement or statutory duty, representations, statements or tortious act or omission including negligence.
6.3 In no event shall Privacy360 Limited be liable for (whether direct or indirect) any loss of contracts, profits, anticipated savings, revenue, goodwill, business, loss or corruption of data or software programs, financing expenses, interruption in the use or availability of data, stoppage to other work or consequential losses, nor for any indirect losses.
6.4 Subject to Clause 6.5, Privacy360 Limited liability shall not exceed the Charges.
6.5 Privacy360 Limited and the Client shall indemnify each other against damage to tangible property, whether personal or real, and death or injury to persons to the extent caused by the negligence of the other party provided that:
6.5.1 the other party is immediately notified of any claim and has full power to negotiate and settle any claims;
6.5.2 the total liability of each party to the other for damage to tangible property, whether personal or real, shall be limited to £2,000,000 in respect of each event or connected series of events and an annual aggregate of £5,000,000.
6.6 Each provision of this Clause shall survive independently.
6.7 Nothing in this Agreement shall operate to limit or exclude any liability of Privacy360 Limited which may not be excluded and or limited by law.
6.8 Clause 6 shall apply before and after any termination of this Agreement.
The parties shall carry public liability insurance for a minimum amount of two million pounds for each and every claim and shall provide evidence of this cover upon reasonable request.
8.1 Privacy360 Limited may make reference to a Client’s contract within any proposal to further Clients, provided only fundamental facts are divulged and not proprietary and confidential information.
8.2 Privacy360 Limited may store the names of the Delegates for the purpose of advising them of the availability of further courses in the future.
- Intellectual property rights
9.1 Privacy360 Limited name and/or logo may not be used by Client except with Privacy360 Limited prior written consent.
9.2 Background intellectual property rights:Privacy360 Limited or its licensors shall retain all right, title and interest in and to all intellectual property rights or other proprietary rights (including copyright, patents, trademarks, trade or business names, know how, moral rights, domain names, database rights or any similar rights) (collectively “Background IPR”) owned at any time by Privacy360 Limited or its licensors. Privacy360 Limited hereby grants to Client a limited license to use Background IPR solely to the extent necessary for Client to receive Services. For avoidance of doubt, Client shall not acquire any rights to Background IPR including any documents, training guides, instruction manuals, drawings, diagrams, videos or any other materials provided by Privacy360 Limited in connection with Services and Client shall not copy, reproduce, sell, licence, distribute, publish or otherwise circulate such Background IPR except with Privacy360 Limited prior written consent.
9.3 Foreground intellectual property rights: During this Agreement, the parties may agree that Privacy360 Limited will create or develop at Client’s request new intellectual property products or materials and provide certain new Services in which intellectual property rights subsist (collectively “Foreground IPR”). The parties hereby agree that Privacy360 Limited shall own all right, title and interest in and to all Foreground IPR and Privacy360 Limited shall grant to Client a worldwide, royalty-free, perpetual license to use the Foreground IPR for Client’s internal business purposes only and provided always that Client shall not commercialise Foreground IPR and shall not sell, licence, distribute, publish or otherwise circulate Foreground IPR to any third party except with Privacy360 Limited prior written consent.
9.4 Client shall promptly inform PreterLex in writing of any infringement or alleged infringement of Background IPR or Foreground IPR or any claim coming to Client’s attention that Services or Background IPR or Foreground IPR infringe any person’s intellectual property rights
9.5 Where Client requires Services to be provided by Privacy360 Limited to Client’s specifications or requires Privacy360 Limited to incorporate Client’s materials within Services, Client shall fully indemnify Privacy360 Limited from and against all losses suffered or incurred by Privacy360 Limited as a result of a claim that provision of Services to Client’s specifications and/or using Client’s materials infringes any person’s intellectual property rights.
The parties shall treat as and keep confidential all information whether of a technical, commercial or any other nature relating to the other party and shall not, during the period of this Agreement, or at any time after its termination, divulge any such information to any person not authorised by the divulging party to receive it and shall not utilise any secret or confidential knowledge or information acquired in connection with this Agreement to the detriment or prejudice of the other party or use the same for any purposes save for the purposes of this Agreement.
- DATA PROTECTION
11.1 The Client shall ensure that it has in place all necessary consents in connection with Personal Data to allow Privacy360 Limited at all times to perform the Training Services without infringing any third party rights. Privacy360 Limited shall not be liable to perform the Training Services to the extent it is unable to due to a breach of this Clause.
11.2 Privacy360 Limited warrants to the Client that it will only use the Personal Data for the purpose of carrying out its obligations hereunder and that it will ensure that all reasonable and appropriate security measures are in place to protect the Personal Data and that it will destroy or deliver up the Personal Data upon written demand from the Client, and further, that it has in all respects complied with its obligations under the Data Protection Act 1998 and any amendments to or re-enactments thereof.
- INTELLECTUAL PROPERTY
All intellectual property rights, including copyright, patents and design arising in connection with this Agreement shall belong to and remain vested in Privacy360 Limited and the Client shall execute any document necessary for this purpose.
Privacy360 Limited warrants that in carrying out the Training Services it has and will exercise all reasonable skill and care to be expected of a professional organization experienced in such work.
- HEALTH AND SAFETY
The parties shall comply with all applicable health and safety legislation and codes of practice.
15.1 Either party may terminate this Agreement by written notice:
15.1.1 if the other party fails to remedy a material breach of this Agreement within 30 days of written notice identifying the breach and notifying of an intention to terminate; and/or
15.1.2 if the other party makes any voluntary arrangement with its creditors or enters into administration (whether or not pursuant to a court order) or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation or is deemed under Section 123 of the Insolvency Act 1986 to be unable to pay its debts or is dissolved; and/or
15.1.3 if an encumbrancer takes possession, or a receiver or administrative receiver is appointed, of any of the property or assets of the other party; and/or
15.1.4 the other party threatens to cease to carry on business.
- RIGHTS ON TERMINATION
Accrued rights, Clauses 5, 6, 7, 8, 10, 11, 12, 13, 16 and 19 and rights by their nature intended to survive termination of this Agreement, shall survive any termination of this Agreement.
This Agreement is personal to the Client and may not be assigned by the Client in whole or in part.
- FORCE MAJEURE
Neither party shall be responsible for any failure or delay in performance of its obligations under this Agreement (other than the obligation to make payments of money) due to any force majeure event including, Act of God, refusal of licence (other than as a result of any act or omission of Privacy360 Limited) or other Government act, fire explosion, embargo, terrorism, civil disturbance, accident, epidemics, lightning damage, electromagnetic interference, radio interference, strikes, industrial dispute, or any other cause beyond its reasonable control.
The Client shall not during the term of this Agreement and for 6 months thereafter, entice or solicit for employment with it or any other entity any Trainer who has been engaged to provide the Training Services.
- ENTIRE AGREEMENT
This Agreement sets out the entire agreement between the parties in relation to the subject matter hereof and supersedes all previous arrangements, agreements and representations whether written, oral or implied between the Client and Privacy360 Limited relating to the Training Services.
- AGREEMENT AMENDMENTS
Any amendments to this Agreement shall be in writing.
This Agreement shall be effective upon signature by the parties.
- THIRD PARTIES
Third parties have no rights under the Contracts (Rights of Third Parties) Act 1999 or any amendment to or re-enactment of it to enforce any provision of this Agreement.
This Agreement shall be construed in accordance with English law and the English courts shall have sole jurisdiction.