In these Terms and Conditions:
‘Booking Form’ the formal pro-forma document prepared by TrainingU IT Ltd for the provision of Services to the Client under a contract made pursuant to these Terms
‘Client’ the recipient of the services named in the Booking Form
‘Contract’ each agreement made between the Client and TrainingU IT Ltd for the provision of Services
‘Course’ a specified training service offered by TrainingU IT Ltd
‘Data Protection Legislation’ the UK Data Protection Legislation and (for so long as and to the extent that the law of the European Union has legal effect in the UK) the General Data Protection Regulation ((EU) 2016/679) and any other directly applicable European Union regulation relating to privacy
‘Delegate’ a person designated by a Client to attend a Course
‘Document(s)’ any documents, papers, plans, drawings, photographs, tables, charts, tapes, cassettes, disks, formulae or other materials or devices capable of storing data
‘Fees’ payments for Courses and/or Services
‘Public Courses’ any Course or Service offered by TrainingU IT Ltd generally to any suitable Delegate wishing to attend
‘Service(s)’ the Course or other agreed service(s) to be provided to the Client by TrainingU IT Ltd
‘Terms’ these general terms and conditions
‘UK Data Protection Legislation’ any data protection legislation from time to time in force in the UK including the Data Protection Act 1998 or 2018 or any successor legislation.
Note: in these definitions and throughout the Terms the singular includes the plural and vice versa.
These Terms shall apply to and be incorporated into each Contract; and shall apply to all work carried out by Training U IT Ltd for the Client in accordance with any Booking Form signed by or authorised by a representative of the Client.
These Terms prevail over any inconsistent terms or conditions in, or referred to in, any request for services, confirmation of order, application or any other document not approved in writing by Training U IT Ltd and/or implied by law, trade custom, practice or course of dealing.
Any variations to a Contract or these Terms shall be in writing and signed by or on behalf of both parties. No employee or agent of Training U IT Ltd shall have any authority to make any verbal statement or representation purporting to make any effect on a Contract or amend or add any terms to a Contract or these Terms. The Client confirms that it did not rely on any statement, assurance, promise or representation made by Training U IT Ltd or its employees or agents that is not expressly set out in these Terms or in the Booking Form relevant to such Contract.
If any provisions of these Terms or a Contract shall be found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal the other provisions shall remain in force. Any such provision shall apply with whatever reasonable modification necessary to give effect to the commercial intention of the parties.
The Client may not, without the written consent of Training U IT Ltd assign, transfer, charge or deal in any manner with any right or obligation under a Contract.
Nothing in these Terms or in a Contract shall or is intended to operate to create a partnershi p between the parties or to authorise either party to act as agent for the other and neither party shall have the authority to act in the name of or on behalf of the other or otherwise bind the other in any way.
Each Contract is made for the benefit of the parties to it and is not intended to benefit or be enforceable by anyone else. A person who is not a party to a Contract shall have no right under the Contracts (Rights of Third Parties) Act 1999 but this condition does not affect any right or remedy of any person which exists or is available otherwise than pursuant to the said Act.
Provisional Course bookings or enquiries for Services may be made by phone, email or via the Training U IT Ltd website (www.trainingu.co.uk) such bookings and enquiries shall be deemed offers from Clients to enter into a Contract with Training U IT Ltd. Training U IT Ltd shall acknowledge Client offer communications (or ask for clarification by telephone or e-mail) but such acknowledgement does not constitute an acceptance of the booking. A Booking Form will be generated by Training U IT Ltd and e-mailed to the Client for signature (and the supply of purchase order number(s) if required) and return.
Course joining instructions and any preliminary Course Documentation will be sent to the Client’s named contact, as set out on the Booking Form. It is the Client’s responsibility to ensure that all such instructions and Documentation are forwarded to ALL Course participants.
The Contract between the Client and Training U IT Ltd shall be made on these Terms and shall be effective as from the date of delivery of any Course instructions or Documentation or upon the Services commencing, whichever is the earlier date. The Clients standard terms and conditions, whether or not brought to the attention of Training U IT Ltd shall not apply to or govern a Contract.
Training U IT Ltd shall use its reasonable endeavours to manage and complete the Course provision and supply the Services under each Contract and in all material respects carry out the Services in accordance with any written specification or criteria referred to or incorporated into the Booking Form relevant to the Contract.
Training U IT Ltd publishes from time to time specifications for Courses and standardised Services and shall use reasonable endeavours to maintain and deliver the Courses and Services in a skilled and workmanlike manner and to the criteria set out therein. Training U IT Ltd shall, in the event of the unavailability of any particular Course or Service supplier, use reasonable endeavours to provide suitable alternative personnel to provide the Course or Services, but cannot be held liable for its failure so to do.
Training U IT Ltd shall make every effort to run all agreed and/or advertised Courses but reserves the right to cancel, curtail or re-schedule any Courses or events and without liability to the Client, in such circumstances. Training U IT Ltd shall make reasonable endeavours to re-schedule cancelled Courses as promptly as possible.
Training U IT Ltd also reserves the right to make minor variations to the content and duration of any Course at any time.
It is the Client’s responsibility to ensure that the Course is suitable for their requirements.
All Delegates should have read and understood the Course outline and meet the stated skills or experience prerequisites set out in the Course or Services information or on the Booking Form. Delegates who do not meet the specific prerequisites for any particular Course may be asked to leave by the training provider. Training U IT Ltd urges Clients to support this policy, which is designed to protect the Client’s investment and ensure the remaining Delegates obtain the optimum outcome from the supply of the Services.
Delegate substitutions may be made prior to the start of the Course or Services provision without penalty, providing that the replacement delegate is suitable (see “Delegate suitability” above).
Delegates will be advised of the start and finish times of Courses in joining instructions.
TrainingU IT Ltd’s brochures, catalogues, leaflets or other communications including but not limited to particulars published on its website, with the exception of these Terms, are not binding and reasonable variations may be made to the Courses and Services without notice, and the Course or Services so varied shall be accepted by the Client as complying with the Contract.
TrainingU IT Ltd reserves the right to provide any Course or other Services at a venue or venues of its choice and shall provide training personnel of its own choice.
TrainingU IT Ltd constantly strives to keep the content of its Course directory and Services information up-to-date and therefore reserves the right to modify the specification of a particular Course or Service without notice to the Client. The Course title, duration, Fees, content and location are liable to change at any time without notice, in which case the Client may be charged for any subsequent increase in Course Fees.
Course Documentation may vary from the Course description and TrainingU IT Ltd shall not be held liable for any immaterial or minor differences between a Course description and Course Documentation.
All intellectual property rights (including but not limited to copyright and all similar rights worldwide) and all other proprietary rights in the Documentation supplied by TrainingU IT Ltd under a Contract, either for the purposes of a Course or as a result of the provision of Services shall be owned by TrainingU IT Ltd (or its licensors). TrainingU IT Ltd hereby licences the Client (and the Delegates attending the relevant Course) free of charge and on a non-exclusive basis to such extend as may be necessary to enable the Client (or its delegate) to utilise the Documents as reasonably necessary for the personal or internal business purposes of the Client.
No part of the Documentation supplied by TrainingU IT Ltd as part of a Course or as a result of its Services may be reproduced, stored in a retrieval system, or transmitted in any form, or by any means, electronic, mechanical, photocopying, or otherwise, without the express written prior permission of the copyright owner.
The Client shall not, without the prior written consent of TrainingU IT Ltd, at any time from the date of the first Contract entered into between the parties to a date 12 months from completion of all Courses or Services supplied to the Client under these Terms, either directly or indirectly solicit the services of or entice away from TrainingU IT Ltd, or employ or otherwise enter into any arrangement with any person, partnership or company, introduced to them by TrainingU IT Ltd, for the purposes of providing training or other services similar to those Courses or Services generally provided by TrainingU IT Ltd. The Client agrees that damages may not be an adequate or appropriate remedy for such breach and TrainingU IT Ltd reserves the right to seek injunctive or other equitable relief in these circumstances.
Course and Services Fees shall be set out in the relevant Booking Form. Such notification of Fees shall take precedence over any notice given in marketing or publicity materials or on the website of TrainingU IT Ltd.
Unless a prior agreement has been made, Course and Service Fees are required to be paid prior to commencement of the Course or delivery of the Services or within 30 days of invoice date, whichever date comes first. Fees for Public Courses will always be due for immediate payment on delivery of invoice. TrainingU IT Ltd reserves the right to deliver invoices by electronic means.
Fees paid after commencement of a Course or provision of the Services shall carry a late payment charge of 10% of the original Fee. Thereafter TrainingU IT Ltd may charge interest on any Fees outstanding from the date of due payment at the rate and in the manner proscribed under the Late Payment of Commercial Debts (Interest) Act 1998. Training U IT Ltd may refuse to commence or suspend all Services until payment has been made in full. Time for payment shall be of the essence in each Contract.
If the Client requests Services or Courses to be provided otherwise than at a location chosen by TrainingU IT Ltd, then all travel and subsistence expenses incurred shall be paid for by the Client at cost. Any equipment hire, expenses or expenditure set out in the Booking Form or otherwise approved by the Client in writing shall be charged to the Client.
Fees, dates and locations of Public Courses are subject to change without notice.
All Fees are subject to VAT at the then current rate.
The Client may cancel or change the date of a Course subject to the following scale of charges to the total Fee value:
More than 11 working days
Transfer Fee 0%
Cancellation fee 0%
Between 6 & 10 working days
Transfer Fee 50%
Cancellation fee 50%
Between 0 & 5 working days
Transfer Fee 100%
Cancellation fee 100%
Cancellation or transfer of a Course must be notified to TrainingU IT Ltd in writing (includes by e-mail). If a Delegate withdraws from a Course once it has started, or fails to attend, the full amount of the Course Fee shall be payable.
The Client shall advise TrainingU IT Ltd of any health and safety matters applicable to a Course or Services location requested by the Client and notify TrainingU IT Ltd of all applicable safety, security and other site rules, practices and procedures.
The Client warrants to TrainingU IT Ltd that it owns or has obtained the appropriate consents and licenses for any software which TrainingU IT Ltd’s personnel may be asked to use as part of a Service.
If TrainingU IT Ltd performance of its obligations under any Contract is prevented or delayed by any act or omission of the Client or by the Client’s agents, sub-contractors, or employees then any dates for Courses set out in a Booking Form and agreed as part of a Contract may be adjusted or reassigned to take into account the delay caused by the said act or omission.
Except as may otherwise be expressly provided in these Terms and/or any applicable Booking Form, all warranties, conditions, terms, undertakings and representations of any kind whatsoever, express or implied, whether by statute, common law or otherwise, are hereby excluded by TrainingU IT Ltd to the fullest extent permitted by law and TrainingU IT Ltd shall have no other obligation, duty or liability whatsoever in contract, tort, statute or otherwise to the Client therefor.
The following provisions set out the entire liability of the parties (including any liability for the acts or omissions of its employees or agents) to each other in respect of:
a) breach of contract, or breach of statute;
b) any representations or statements, or tortious acts or omissions (including negligence); or
c) restitution or otherwise,
arising under or in connection with a Contract or these Terms:
TrainingU IT Ltd maximum aggregate liability for any and all losses, claims, demands, damages, costs and/or expenses of any kind whatsoever shall not, in total, exceed the Fees actually paid by the Client to TrainingU IT Ltd for the Course or Services which are the subject of the Contract under which the claim arises.
Without prejudice to the generality of the foregoing, TrainingU IT Ltd shall not be liable to the Client for loss of profits and/or in respect of any incidental, consequential, special or indirect loss or damage in connection with any Contract and/or these Terms, including but not limited to: loss of use; loss of goodwill; loss of data; loss of information; loss of business; loss of opportunity; loss of anticipated savings; loss of revenue; and/or business downtime.
For the avoidance of doubt, nothing in these Terms and/or any Contract shall restrict and/or exclude in any way either parties liability for death or personal injury resulting from its negligence or that of its officers, agents and/or employees; and/or for fraud or fraudulent misrepresentation or for any other liability which cannot be excluded or limited under applicable law.
The Client shall be liable for any loss, damage or injury to any person employed or engaged by TrainingU IT Ltd for the provision of Courses or Services, and their property, whilst such person is on the Client’s premises.
TrainingU IT Ltd accepts no liability for the failure of any third party hardware, software and/or systems which may be the subject of any TrainingU IT Ltd Services: this includes failure to meet its operating specification and/or its ability to process date-specific data.
a) Both parties will comply with all applicable requirements of the Data Protection Legislation. This data protection section is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation. In this data protection 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.
b) The parties acknowledge that for the purposes of the Data Protection Legislation, the Client is the data controller and Training U IT Ltd is the data processor (where Data Controller and Data Processor have the meanings as defined in the Data Protection Legislation). Schedule 1 sets out the scope, nature and purpose of processing by the Provider, the duration of the processing and the types of personal data (as defined in the Data Protection Legislation, Personal Data) and categories of Data Subject.
c) Without prejudice to the generality of paragraph a) above, the Client will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to Training U IT Ltd for the duration and purposes of these Terms.
d) Without prejudice to the generality of clause a) above, Training U IT Ltd shall, in relation to any Personal Data processed in connection with the performance by Training U IT Ltd of its obligations under these Terms:
i) process that Personal Data only on the written instructions of the Client, which are set out in these Terms and/or the Booking Form, or otherwise provided in writing, unless Training U IT Ltd is required by Applicable Laws to otherwise process that Personal Data. Where Training U IT Ltd is relying on laws of a member of the European Union or European Union law as the basis for processing Personal Data, Training U IT Ltd shall promptly notify the Client of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit Training U IT Ltd from so notifying the Client;
ii) ensure that it has in place appropriate technical and organisational measures, 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);
iii) ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and
iv) not transfer any Personal Data outside of the European Economic Area unless the prior written consent of the Client has been obtained and the following conditions are fulfilled:
1) the Client or Training U IT Ltd have provided appropriate safeguards in relation to the transfer;
2) the data subject has enforceable rights and effective legal remedies;
3) Training U IT Ltd complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and
4) Training U IT Ltd complies with reasonable instructions notified to it in advance by the Client with respect to the processing of the Personal Data;
v) assist the Client, at the Client’s cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
vi) notify the Client without undue delay on becoming aware of a Personal Data breach;
vii) at the written direction of the Client, delete or return Personal Data and copies thereof to Training U IT Ltd on termination of the agreement unless required by Applicable Law to store the Personal Data; and
viii) maintain complete and accurate records and information to demonstrate its compliance with this data protection clause.
e) The Client consents to Training U IT Ltd appointing freelance trainers as subcontractors and as a third-party processor of Personal Data under these Terms. The Provider confirms that it has entered or (as the case may be) will enter with the third-party processor into a written agreement incorporating terms which are substantially similar to those set out in this clause. As between the Customer and Training U IT Ltd, Training U IT Ltd shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this clause.
f) Either party may, at any time on not less than 30 days’ notice, revise this data protection paragraph 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 this agreement).
Without prejudice to any other rights of the parties either may terminate a Contract without liability to the other if:
a) the other party commits a material breach of that Contract and (if such a breach is remediable) fails to remedy that breach within 5 working days of that party being notified in writing of that breach; or
b) an order is made or a resolution is passed for the winding up of the other party, or circumstances arise which entitle a court of competent jurisdiction to make a winding up order of the other party; or
c) an order is made for the appointment of an administrator to manage the affairs of the other party or notice of intention to appoint an administrator is given; or
d) a receiver is appointed over any part of the other party’s assets or undertaking; or
e) the other party makes any arrangement or applies to arrange for the composition of its creditors or becomes bankrupt; or
f) the other party suffers or takes any similar or analogous action in any jurisdiction as the consequence of debt; or
g) the other party ceases or threatens to cease to trade.
Termination of a Contract shall not affect or prejudice any other Contract in existence or still to be performed nor shall it affect the accrued rights of the parties as at termination or the continuation of any Contract or provision of these Terms expressly stated or clearly intended to survive such termination.
TrainingU IT Ltd shall have no liability to the Client under Contract if it is prevented from or delayed in performing its obligations under a Contract by acts or events outside its reasonable control (such as but not limited to strike, lock-out, industrial dispute, failure of a utility supplier, transport network, Act of God, war, civil commotion, rebellion, terrorist act, malicious damage or interference with equipment; compliance with any law or government order, rule, regulation, direction of the police or military personnel, breakdown of plant , machinery, or vehicles, fire, flood, storm, or default of suppliers or agents.
Each Contract and any disputes or claims arising out of or in connection with it or its subject matter or formation (including these Terms) is governed by and construed in accordance with the laws of England. The parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with a Contract or these Terms.
The term “TrainingU” or “us” or “we” refers to the owner of the website whose registered office is Rivers Lodge, West Common, Harpenden, Hertfodshire. AL5 2JD. Our company registration number is 6744057, registered in England and Wales. The term “you” refers to the user or viewer of our website.
PROCESSING, PERSONAL DATA AND DATA SUBJECTS
Processing of personal data only in connection with providing the Services to the Client and collected by the Company directly from the Client. Personal data may be used to send newsletters/tips and tricks to the client if the client has requested to receive these communications.
The Client may supply a delegate list to the Company. The nature of the personal data is likely to be identity personal data such as names and job titles.
1.3 PURPOSE OF PROCESSING
In order for the Company to provide training services to the Client effectively. The identity of the delegates may be collected to ensure training is suitable and to deliver training materials.
In order for the Company to send newsletters or written tips and tricks further to the training services performed by the Company.
1.4 DURATION OF THE PROCESSING
Collected prior to training services being provided and retained for two years following performance of the Services by the Company.
The personal data used for newsletters/tips and tricks shall be retain unless and until the client withdraws consent to these marketing communications.
Identity data, including names, job titles, email addresses, telephone numbers.
The Client’s employees and workers.