Finch Consulting Limited ("Finch") General conditions of contract for provision of Training Services
These terms and conditions (Conditions) set out the basis on which Finch Consulting Limited (registered company number 02774164) (us or we) will provide our training programmes and materials to a customer (you). By booking our training programmes you are agreeing to be bound by these Conditions
In these Conditions, the following expressions have the following meanings:
Authorised Users means such of your personnel whom we both agree are entitled to attend or access the Programmes.
Booking means a request by you to attend or access a specified Programme or Programmes from our range of available Programmes which is accepted in writing by us.
Business Day means any day when the banks in London are open for non-automated business.
Conference means a training session where training is delivered face to face at a venue chosen by us.
Contract means the contract between you and us for the provision of a specific Programme or Programmes
Data Protection Legislation: any data protection legislation from time to time in force in the UK including the Data Protection Act 2018 or any successor 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.
Delivery Date means, in relation to a Booking, the date on which the Programme is due to be delivered.
Electronic Materials means such of the Materials as are available online or on CD or DVD.
Fees means the fees payable to us in connection with the Contract.
In House Training means face to face training delivered by us or on our behalf at your premises.
Insolvency Event means an event where a party is unable to pay its debts (within the meaning of section 123 of the Insolvency Act 1986) or becomes insolvent or an order is made or a resolution passed for the administration, winding-up or dissolution of a party (otherwise than for the purposes of a solvent amalgamation or reconstruction) or an administrative or other receiver, manager, liquidator, administrator, trustee or similar officer is appointed over all or any substantial part of the assets of a party’s assets or a party enters into or proposes any composition or arrangement with its creditors generally or any analogous event occurs in any applicable jurisdiction.
Materials means the content of the Programmes and all materials provided by us or on our behalf in connection with the Programmes including hard copy documents, CDs, DVDs, online publications, videos and recordings.
Online Service means the web based service via which we provide access to such of the Programmes and Materials as are delivered online
Order Form means our standard order form or customer agreement in which details of the Booking are set out.
Programmes means our training programmes including electronic publications, webinars, DVDs, CDs, Conferences and In House Training.
2. Basis and formation of Contract
2.1 The Contract will come into force when we issue written confirmation of the Booking to you.
2.2 All Contracts will be subject to these Conditions, to the exclusion of any other terms and conditions which you might seek to incorporate or which might be implied by trade, custom or a course of dealing.
3. Delivery of the Programmes
3.1 A Booking entitles the Authorised Users to access the Programme specified in the Booking.
3.2 We reserve the right to change the titles, contents and presenters of our Programmes from time to time and make no guarantee that a particular Programme will be available at any given time.
3.3 We will use our reasonable endeavours to:
3.3.1 ensure that the Programmes are delivered with reasonable skill and care; and
3.3.2 make the Online Service available to Authorised Users.
3.4 We will not be liable to you if you are unable to access the Online Service due to problems with your internet connectivity or the incompatibility with the Online Service of your internet browser or any other technology used by you.
3.5 Notwithstanding clause 3.4, we do not warrant that:
3.5.1 access to the Online Service will be uninterrupted or error free; or
3.5.2 the Programmes will ensure any particular learning outcome or result and you must use your own judgment in this respect.
4. Authorised Users
4.1 The Authorised Users are:
4.1.1 the individual(s) named in the Booking or otherwise agreed between us in writing; or
4.1.2 in relation to Programmes available via the Electronic Materials, such number of users as is indicated on the Order Form.
4.2 You agree that:
4.2.1 only Authorised Users will be entitled to use the Programmes;
4.2.2 all passwords issued by us to you and/or Authorised Users for the Online Service must be kept secure and must not be shared with any third parties, including without limitation any other personnel in your organisation; and
4.2.3 you are responsible for all acts or omissions of your Authorised Users in connection with the Programmes.
5. In House Training
5.1 In relation to In House Training you must:
5.1.1 provide such facilities, information and access to your premises as we reasonably require to deliver the Programme;
5.1.2 ensure that your premises and facilities are fit for purpose and safe for use by such of our employees, agents, contractors and other personnel involved in the delivery of the Programme;
5.1.3 indemnify us against any losses, damages, costs or expenses suffered by us (including indirect or consequential loss) as a result of any damage to property or injury to any person which occurs on your premises, except to the extent that such damage or injury is caused by our negligence or default.
6. Intellectual property
6.1 We or our licensors own all intellectual property rights in the Materials. Subject to payment by you of the Fees, we licence your Authorised Users to use the Materials solely for their educational non-commercial purposes.
6.2 You may:
6.2.1 electronically display the Electronic Materials to Authorised Users and print a reasonable portion of the Electronic Materials for use by Authorised Users;
6.2.2 retrieve and store a single machine-readable copy of a reasonable portion of the Electronic Materials and only for use by Authorised Users; and
6.2.3 keep all copies of hard copy Materials for use by the Authorised User to whom they were provided.
6.3 You must not and must ensure that Authorised Users do not:
6.3.1 store, transmit or distribute through the Online Service any material which is unlawful or which promotes or facilities unlawful activity;
6.3.2 attempt to disassemble, reverse engineer or reverse compile, or otherwise reduce to human-perceivable form any of the Online Service;
6.3.3 use the Online Service or any Materials in any way that infringes the intellectual property rights of us or our licensors;
6.3.4 except as permitted in these terms or as expressly permitted by law, download, display, distribute or make any copies of any of the Materials.
7. Cancellation, variation or termination by us
7.1 We can cancel a Booking at any time without liability to you if you:
7.1.1 fail to pay the Fees within 7 days of their due date
7.1.2 commit a material breach of these Conditions which you fail to remedy within 7 days of us notifying you of the breach; or
7.1.3 you are subject to an Insolvency Event
7.2 We can cancel a Booking if for any reason the Programme in question becomes unavailable, in which case our sole liability to you will be to provide you with access to appropriate alternative Programme or, refund the Fee paid.
7.3 We reserve the right to change the details of a Programme including, without limitation, the presenter or the venue at any time without liability to you.
8. Cancellation, variation or termination by you
8.1 Bookings cannot be cancelled or changed by you, except as expressly permitted in these Conditions.
8.2 If an Authorised User is unable to attend In House Training you may send a substitute, subject to giving us 3 day’s written notice.
8.3 You can cancel a Booking at any time if we commit a material breach of these Conditions which we fail to remedy within 14 days of you giving us written notice of it.
8.4 Prior to the Delivery Date, you may cancel a Booking without cause, subject to providing us with written notice (as set out below) and provided always that you pay us the relevant cancellation fees stated below:
7 or less days – 100%
8-14 days – 75%
15-21 days – 50%
22 days or more – 25%
8.5 Fees will be due and payable in full for any Programme that is not and is not otherwise cancelled in accordance with the cancellation terms set out above.
8.6 In the event that you wish to transfer a Booking for one Programme to another Programme, you must provide us with written notice of no less than 7 days specifying your request to make a transfer and pay a transfer fee of £50.00. If you fail to provide the notice required under this clause but wish to make a transfer to another Programme, you will have to pay 100% of the total fees for the initial Programme you booked on to, together with 100% of the total fees for the new Programme you wish to transfer to.
9.1 The Fees applicable to the Contract will be as advertised by us or, if different, as agreed in writing between us and payable immediately on making a Booking for all Programmes other than In House Training. Unless otherwise agreed in writing between us, payment of fees for In House Training is required within 30 days of the date of our invoice.
9.2 Unless otherwise agreed in writing between us, the Fees are exclusive of amounts in respect of value added tax chargeable for the time being (VAT). Where any taxable supply for VAT purposes is made under the Contract by you shall pay to us such additional amounts in respect of VAT as are chargeable.
9.3 If you fail to pay the Fees by the due date for payment then you must 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. You must pay the interest together with the overdue amount.
9.4 You shall pay all sums due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). We may, without limiting its other rights or remedies, set off any amount owing to us by you against any amount payable by us to you.
10. Our liability
10.1 You acknowledge and agree that whilst we take reasonable steps to ensure that the content of the Programmes and the Materials is accurate and up to date:
10.2 Nothing in these Conditions shall limit or exclude our liability for:
10.2.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors; or
10.2.2 fraud or fraudulent misrepresentation.
10.3 Subject to clause 10.2:
10.3.1 we will under no circumstances be liable to you 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
10.3.2 our total liability to you 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 Fees paid by you in connection with the Contract.
11. Force Majeure
11.1 For the purposes of these Conditions, Force Majeure Event means an event beyond our reasonable control including but not limited to strikes, lock-outs or other industrial disputes (whether involving our workforce of the workforce of any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, pandemic events, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
11.2 We will not be liable to you as a result of any delay or failure to perform its obligations under the Contract as a result of a Force Majeure Event.
12.1 Assignment and other dealings.
12.1.1 We may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of our obligations under the Contract to any third party or agent.
12.1.2 You shall not, without our prior written consent assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of your rights or obligations under the Contract.
12.2.1 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 limited liability partnership) 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 in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier or email.
12.2.2 A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 12.2.1; 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 email one Business Day after transmission.
12.2.3 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
12.3.1 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 single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
12.4.1 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. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
12.5 No partnership or agency.
12.5.1 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. Neither party shall have authority to act as agent for, or to bind, the other party in any way.
12.6 Third party rights
12.6.1 A person who is not a party to the Contract shall not have any rights to enforce its terms.
12.7.1 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 us.
12.8 Data protection
12.9 Governing law
12.9.1 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.
12.10.1 Each party irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).