In these terms and conditions, the following definitions shall apply.

“Business Day" means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

“Booking System” is the system to be used by the Customer to book the Open Course.

“Customer” means the customer which books the Open Course and to which the Services shall be provided

"Charges" means the charges to be paid by the Customer in accordance with Clause 2.

 “Confidential     Information” means any  information owned by the Supplier or third parties, disclosed to the Customer or the Customer’s Staff by the Supplier, either directly or indirectly, in writing, orally or by inspection of tangible objects, including, without limitation, business plans, designs, documents, drawings, engineering information, financial analysis, forecasts, formulas, hardware configuration information, prototypes, know‐ how, ideas, inventions, market information, marketing plans, processes, products, product plans, research, specifications, trade secrets, client names and their relationships with the Supplier, or any other information which is designated as “confidential,” “proprietary” or some similar designation.

"Contract" means the contract between the Customer and the Supplier for the supply of Services incorporating these Terms and which shall come into existence upon Supplier’s confirmation sent to the Customer in accordance with clause 1.1

"Customer" means the means the person, company or other legal entity identified as providing a request to the Supplier to supply the Services.

“Customer’s Staff” means any Customer’s personnel attending the training courses

"Data Protection Legislation" means the General Data Protection Regulation (Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016), and any legislation which amends, extends, consolidates, re-enacts or replaces same, including  any additional legislation or regulations that may be made pursuant there to from time to time.

“Effective Date” means the date on which the Supplier confirms the booking in accordance with clause 1.1

"Intellectual Property Rights" means 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), Confidential Information and all other intellectual property rights, in each case whether registered or unregistered and including Training Materials and 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.

“Open Course” means the course booked by the Customer using the Booking System and which will be provided by the Supplier to the Customer in accordance with these Terms.

“Services” means the training courses to be provided by the Supplier to the Customer under these Terms.

"Supplier" NCC Operations Limited having its principal office at Feynman Way Central, Bath Science Park, Emersons Green, Bristol, BS16 7FS and “Supplier’s Premises” is construed accordingly”.

“Training Materials” means any materials provided to the Customer by the Supplier whether before, after or at the training session, which include but it is not limited to, manuals, copies of slides, handouts and other similar materials, in whatever form.

"Terms" means these terms and conditions.

1. Basis of the Contract

1.1 The Contract shall come into existence when the Customer receives a confirmation of the booking sent by email by an authorised representative of the Supplier after the payment has been made by the Customer in accordance with clause 2

1.2 The Supplier shall provide the Services to the Customer in accordance with these Terms which shall apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate wherever contained. No variation to these Terms shall be effective unless made in writing and signed by an authorised representative of the Supplier.

2. Terms of Payment

2.1 The Customer shall pay the Charges for the provision of the Open Course in advance following the instructions of the Booking 

3. Entry into the Supplier’s Premises

3.1 When the Services are provided at the Supplier’s Premises, the Customer shall, and shall ensure that the customer’s staff ensure that the Customer’s Staff comply with any instructions given by any member of the Supplier’s personnel, rules, regulations and security conditions governing access to the Supplier’s Premises, including but not limited to health and safety rules.

3.2 The Supplier shall issue passes for use by any Customer’s Staff entering the Supplier’s Premises which must be displayed by them at all times while they are at the Supplier’s Premises and must not be shared with any other

3.3 The Supplier reserves the right to refuse entry to the Supplier’s Premises to any Customer’s Staff if, acting reasonably, the Supplier considers that any such Customer’s Staff is a risk to the safety and security of others using any part of the Supplier’s Premises or is in breach of the rules, regulations and security requirements referred to in this clause

4. Supply of Services

4.1 The Supplier shall use its reasonable endeavours to ensure that any information provided by it in the provision of the Services is accurate and current, however, notwithstanding the above the Supplier accepts no liability for the accuracy or completeness of such information or for any consequences of the Customer relying on its accuracy or completeness, except in the event of fraudulent misrepresentation.

4.2 The Supplier warrants to the Customer that the Services shall be provided using reasonable care and skill to be expected of a qualified and competent professional providing services of the same

4.3 Where, in connection with the provision of the Services, the Supplier provides any Training Materials, the Supplier does not give any warranty, guarantee or indemnity as to their quality, fitness for purpose or otherwise.

4.4 Any typographical clerical or other error or omission in, Training Materials, invoice or other document or information issued by the Supplier if detected, shall be subject to correction without any liability on the part of the Supplier.

4.5 Notwithstanding anything expressed or implied to the contrary, the warranty provided by the Supplier in this Clause 4 shall be Supplier’s sole liability to Customer whether in contract, tort (including negligence), statute or otherwise at law or under any legal theory or doctrine, relating to non-performance, defective or incomplete performance of the Contract and in respect of any and all liabilities or obligations howsoever arising on the part of the Supplier under this All other terms, warranties, conditions, representations and guarantees whether express or implied, statutory, common law or otherwise are expressly excluded from this Contract.

4.6 If the Services performed are in breach of clause 4.2, the Supplier will at its option make good the performance or re-perform the Services, subject to availability and the performance being proved to be deficient to the reasonable satisfaction of the These obligations will not apply where:

a) the part of the Services concerned was based on information supplied by or varied at the specific request of the Customer; or

b) the Customer failed to notify the Supplier of the defect within ten (10) Business Days of the

5. Cancellation

5.1 The Supplier shall use reasonable endeavours to meet any specified training dates, but any such dates shall be anticipated dates only and may be subject to alteration.

5.2 The Supplier reserves the right to cancel or arrange an alternative date for the Services. In such circumstances, the Supplier will provide notice of cancellation or change to the In the event of cancellation, the Supplier shall not be liable for any other loss or expense arising.

5.3 The Customer may cancel the Services by notifying the Supplier in writing by email which will need to be acknowledged by the Supplier or by recorded delivery as soon as reasonably The Customer shall also be deemed to have cancelled the Services if the Customer’s Staff do not attend the event. The Customer shall be liable to pay a cancellation fee as follows:

a) Cancellation occurring at least 20 Business Days before the agreed starting date of the Services: The Customer shall receive a full refund of the Charges ;

b) Cancellation occurring between 19 and 10 Business Days before the agreed starting date of the Services: The Customer shall receive a refund equal to 75% of the Charges ;

c) Cancellation occurring between 9 and 6 Business Days before the agreed starting date of the Services: The Customer shall receive a refund equal to 50% of the Charges#

d) Cancellation occurring 5 Business Days or less before the agreed starting date of the Services: The Customer shall not receive any refund of the Charges.

e) The cancellation fees above shall apply regardless of when the starting date is

6. Intellectual Property Rights

6.1 Unless otherwise expressly agreed in writing and signed by an authorised representative of each party, in which case clause 5 below shall apply, the Customer agrees and acknowledges that the Customer is not obtaining any Intellectual Property Rights used, created or embodied in or arising out of or in connection with the Services including the Training Materials provided by the Supplier to the Customer, other than the rights of use specifically granted in this Contract. Any materials and information (in whatever form and including the Training Materials) provided by the Supplier in connection with the Services shall not be copied, modified including translated, re-distributed, disclosed to third parties, lent, hired out, made available to the public, sold, offered for sale, shared, or transferred in any other way.

6.2 All Supplier’s trademarks, trade names, logos and notices present on the Training Materials shall be

6.3 The Customer shall be entitled to keep and use all Training Materials provided by the Supplier to Customer only for its own internal use and in accordance with these

6.4 The Customer acknowledges and agrees that except as provided for in this Agreement, it will not acquire by implication or otherwise any right or title to or licence in respect of the Supplier’s Intellectual Property Rights.

6.5 Should Parties expressly agree in writing and signed by an authorised representative of each party that Intellectual Property Rights in the Training Materials be transferred to the Customer, then this clause shall apply. In such an event, the Intellectual Property Rights transferred shall only be those arising directly from the Services with the exclusion of any other Intellectual Property Rights including without limitation any Intellectual Property

Rights owned or controlled by the Supplier before the Effective Date or at any time outside of and independently from the performance of the Services.

7. Confidentiality

7.1 The Customer acknowledges and agrees that in the course of, or incident to attending the training Services and in particular to entering the Supplier’s Premises, the Customer and Customer’s Staff may become exposed to the Supplier’s Confidential Information whether directly or indirectly, through inspection or observation of the Supplier’s

7.2 The Customer agrees and procures that Customer’s Staff agree not to use or disclose to any third parties any and all Confidential Information to which they may have

7.3 The Customer shall not and procures that Customer’s Staff shall not duplicate, photograph, videotape, or otherwise make any record of any Confidential Information to which they may be given

7.4 Confidential Information does not include information which is or becomes generally known by the public (other than by the unauthorised act of the Customer) or whose disclosure is expressly authorized in writing by the

8. Limitation of Liability

8.1 Nothing in the Contract shall limit or exclude the Supplier's liability for:

a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;

b) fraud or fraudulent misrepresentation

c) any other liability which cannot be limited or excluded by applicable

8.2 Subject to clause 8.1, the Supplier shall not be liable to the Customer, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:

a) loss of profits;

b) loss of sales or business;

c) loss of agreements or contracts;

d) loss of anticipated savings;

e) loss of use or corruption of software, data or information;

f) loss of damage to goodwill;

g) any indirect or consequential

8.3 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, including a deliberate breach of the Contract by the Supplier, its employees, agents or subcontractors shall not exceed the Charges paid by the Customer to the Supplier under this Contract.

9. Termination

9.1 Without limiting its other rights or remedies, either party may terminate the Contract with immediate effect by giving written notice to the other party if:

a) 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 fourteen (14) days of that party being notified in writing to do so;

b) 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), 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

c) 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

d) 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

 

10. Waiver and cumulative remedies

10.1 A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not:

a) waive that or any other right or remedy;

b) prevent or restrict the further exercise of that or any other right or remedy.

10.2 Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.

11. Entire agreement

11.1 This 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.

11.2 Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this

12. Contracts (Rights of Third Parties) Act 1999

 A person who is not a party to the Contract shall not have any rights under or in connection with it.

13. 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. 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.

14. Force Majeure

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 or other industrial disputes (whether involving the workforce of the Supplier or any other party), 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, breakdown of plant or machinery, 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. If the Force Majeure Event prevents the Supplier from providing any of the Services for more than four (4) weeks, the Supplier shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Customer.

15. Governing Law and Jurisdiction

The 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 English laws, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.

16. Variation

Any variation, including the introduction of any additional terms and conditions, to the Contract (including the Specification), shall only be binding when agreed in writing and signed by a duly authorised representative of each party.

17. Privacy

Each of the Parties shall in performing its obligations under this Contract, comply with the obligations imposed upon it under the Data Protection Laws. The Supplier shall process Customer’s Staff personal data only to the extent needed to perform the Contract.

The Supplier may collect Customer’s Staff names, job titles, email addresses and phone numbers and will store them on a secure server based in the United Kingdom.

The Supplier shall only keep the personal data for as long as is necessary to perform the contract between the Supplier and the Customer,  and  to    meet  any    statutory requirements.

18. Survival

 Clauses 2 (Terms of Payment), 4 (Supply of Services), 6 (Intellectual Property Rights), 7

(Confidentiality), 8 (Limitation of Liability), 10 (Waiver and cumulative remedies), 11 (Entire agreement), 12 (Contracts (Rights of Third Parties) Act 1999), 13 (Severance), 14 (Force Majeure) and 16 (Variation) shall survive expiration or termination of this Agreement for whichever cause whatsoever.