If you are accepted onto the course, you are asked to agree to the following terms and conditions:
1.DEFINITIONS AND INTERPRETATION1.1 Definitions: In these Terms and Conditions, the following definitions apply:
Application Form: means our standard application form for the Course;
Balance: means the remainder of the Fee payable by you to us after payment of the Deposit;
Business Day: means any day (other than a Saturday, Sunday or public holiday) when banks London are open for business.
Contract: means the contract between us and you for the provision of the Course, comprising the Application Form and these Terms and Conditions;
Course: means the Course described in the Application Form and the Course Materials, together with any additional mentoring or week-end courses agreed between the parties in writing from time to time; Course Materials: means the materials provided by us to you for the purposes of the Course;
Default: means any failure by you to perform any obligation under the Contract or breach by you of any term of the Contract, or any negligence or other act or omission on your part;
Deposit: means any deposit payable by you to us, as set out in the Application Form.
Fee: means the fee payable by you to us for the provision of the Course, as described in the Application Form or otherwise agreed between the parties in writing from time to time;
Force Majeure Event: means an event beyond our reasonable control including but not limited to strikes, lock-outs or other industrial disputes, 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, illness, epidemic, fire, flood or storm;
Intellectual Property Rights: means all copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, rights in designs and other intellectual property rights, in each case whether registered or unregistered, and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world;
Terms and Conditions: means these terms and conditions;
us: (including variations such as ‘we’, and ‘our’) means Sarah Haywood Ltd, a private limited company registered in England. Company No. 6296061 and whose registered office is at the Units 1-3, Walter’s Workshops, 249 Kensal Road, London W10 5DB; and you: (including variations such as ‘you’ and 'yours') means the applicant to the Course who has submitted the Application Form.
1.2 Interpretation: In these Terms and Conditions, the following rules apply:
(a) a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
(b) references to the singular shall include the plural, and vice versa;
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(c) any phrase introduced by the terms including, include, in particular or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
(d) a reference to writing or written includes e-mails.
2. BOOKING YOUR PLACE AND FORMATION OF CONTRACT
2.1 To book your place on the Course, you must submit our Application Form and make payment in full of the Deposit set out on the Application Form by cheque or electronic transfer within seven (7) days after we confirm your booking. The Contract shall be formed on the date on which we receive the Deposit.
2.2 The Contract constitutes the entire agreement between the parties in relation to its subject matter and supersedes any previous arrangement, understanding or agreement between them relating to its subject matter. You acknowledge that you have not relied on any statement, promise or representation made or given by or on behalf of us which is not set out in the Contract.
2.3 These Terms and Conditions and the terms set out in the Application Form apply to the provision of the Course to the exclusion of any other terms that you may seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
3. THE COURSE
3.1 We may provide certain Course Materials to you in advance of the Course. Other Course Materials may be provided at the Course. It is your responsibility to ensure that you have read and understood all Course Materials in good time to inform and prepare for your participation in the Course.
3.2 In order successfully to complete the Course, you must attend the Course in its entirety, and complete such assignments as may be described in the Course Materials in accordance with, and within the deadlines set out in, the Course Materials. Such assignments may include practical or written assignments. All assignments will be assessed by our tutors.
3.3 Successful completion of the Course is entirely at our discretion, and our decision whether you have successfully completed the Course shall be final. You will not successfully complete the Course if your behaviour during the Course is deemed to be disruptive, threatening, unethical, or in any way indicative of unsuitability to be accredited by us.
3.4 If you successfully complete the Course you will be presented with a marque (which shall be provided in such hard copy and image formats as we deem suitable) (the “Marque”).
4. ACCREDITATION AND LICENCE
4.1 Subject to your successful completion of the Course, and subject to your strict compliance at all times with these Terms and Conditions, we hereby grant to you a non-exclusive licence to apply the Marque to your website and promotional materials for the purposes of identifying yourself as having completed the Course successfully. This licence is personal to you and may not be assigned nor sub-licensed.
4.2 As an alumnus of the Course, you may:
(a) use the Marque in promoting your services, subject to clause 4.3 below;
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(b) in promoting your services describe yourself as an alumnus of the Course who has been awarded the Certificate or Diploma (as applicable);
(c) display the Certificate and/or Diploma (as applicable) in your place of work; and
(d) make personal use of the Course Materials in providing your services.
4.3 You may use the Marque only in its entirety, without alteration or modification, and only in promoting your services as an alumnus of the Course. You may not in your use of the Marque represent or imply any relationship or association with us save for your accreditation as an alumnus. You may not use the Marque in conjunction with any trade mark, service mark, or corporate/business/trading name belonging to a third party. All goodwill generated by your use of the Marques will accrue to us.
4.4 You may not make copies of the Certificate, Diploma or Course Materials for any purpose. You may not modify or adapt the Course Materials in any way. You may not distribute any Course Materials. If you require a further or replacement Certificate, Diploma or Course Materials, please contact us. We reserve the right to charge an appropriate fee for the supply of replacements.
4.5 Except as expressly permitted by us, you may not disclose any information contained in the Course or Course Materials to any third party. If you become aware of any infringement or possible infringement of any of our Intellectual Property Rights in the Course Materials or Marque, you must contact us immediately.
4.6 In promoting your services as an alumnus of the Course you must uphold the highest standards of professionalism and service. You may not do, nor authorise or permit to be done, any act or omission which may be detrimental to the reputation of or goodwill associated with us or the Marque.
4.7 If you breach any of these Terms and Conditions your licence under this clause will automatically terminate. On termination of this licence for whatever reason you will immediately:
(a) return to us all Course Materials supplied to you;
(b) return the Certificate and/or Diploma (as applicable) to us;
(c) cease to make any use of the Course Materials or the Marque; and (d) cease to promote yourself as an alumnus of the Course.
4.8 All Intellectual Property Rights in the Course Materials and Marque are owned by us or our licensors. You shall have no licence under such Intellectual Property Rights other than as expressly set out in the Contract.
5. OUR OBLIGATIONS
5.1 We shall use reasonable endeavours to provide the Course to you in accordance with the Contract and Course Materials in all material respects and warrant to you that the Course will be provided using reasonable care and skill.
5.2 If in our reasonable opinion a change to any element of the Course is necessary to comply with any applicable law or safety requirement or made necessary by any change in circumstances or occurrence (including the occurrence of any Force Majeure Event or Default):
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(a) we shall use reasonable endeavours to notify you of the necessary change as soon as is reasonably practicable and discuss the necessary change with you; and
(b) we shall be entitled to implement such change having given prior written notice to you without the need for your prior approval, provided that such change does not materially alter the nature or quality of our obligations under the Contract.
6. YOUR OBLIGATIONS
6.1 You undertake:
(a) to provide us with satisfactory references on request;
(b) to behave appropriately during the Course and to compensate us fully for any damage done by you to any premises, furniture or other property belonging to us or any other person;
(c) at least fourteen (14) days prior to the date (or first day) of the Course to provide us with: (i) information of any special accommodation or dietary requirements; (ii) the full name of and mobile telephone contact details of emergency contacts; and (iii) such other information as we may request you to provide in relation to the Course;
(d) not to undertake any activity that may be liable to bring us into disrepute;
(e) to comply with all applicable licensing, statutory health and safety requirements and other laws and regulations or reasonable direction or instructions (whether originating from us or from the proprietor of the premises) at any premises at which the Course takes place;
(f) to treat any premises and/or facilities provided in relation to the Course with care and respect for the privacy of residents and not to try to gain access to unauthorised areas;
(j) not to behave in a manner which puts others at risk or causes nuisance or annoyance; and
(k) not to publish any promotional material in connection with the Course by any medium without our prior written consent.
6.2 You agree and acknowledge that the proper conduct of the Course will require your co-operation. You will ensure that we are provided with all information we may reasonably require in relation to your booking and to the Course, and that such information shall be accurate.
6.3 If our performance of any of our obligations is prevented or delayed by any Default we shall have no liability for such non-performance or delay, and you shall reimburse us on written demand for any costs or losses sustained or incurred by us arising directly or indirectly from the Default, including any costs or losses sustained as a result of any claim or action by any third party.
6.4 The Course is collaborative and based on collegiate discussion and you will be expected, where appropriate, to keep the professional confidence of other delegates. In particular, you shall keep in strict confidence all information relating to our business or the businesses of tutors or other attendees which is of a confidential nature and has been disclosed to you in the course of or in relation to the Course.
6.5 Unless expressly stated to the contrary in the Contract, the Services shall not include, and we shall not be responsible in any way for, the completion of any legal formalities necessary for your attendance at the Course. In particular you shall be responsible for ensuring that you have met all necessary visa requirements to attend the Course in the United Kingdom.
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7. FEES
7.1 The Fees payable to us by you in respect of the Course are as set out in the Application Form and shall be payable at the times set out in the Application Form. The Fees do not include any costs or expenses which are not expressly set out in the Application Form and in particular do not include the costs of travel to the Course, which you shall arrange at your own expense.
7.2 All amounts payable by you under the Contract are, unless otherwise stated, exclusive of value added tax chargeable for the time being (VAT) or any other applicable sales tax or fee, which shall be payable in addition against receipt of a valid VAT invoice.
7.3 The Deposit shall not be refunded to you under any circumstances other than those set out in clause 10 below.
8. CONFIDENTIALITY AND PUBLICITY
8.1 Each party (the "receiving party") shall keep in strict confidence all information of a confidential nature which is disclosed to it by the other party (the "disclosing party"), its employees, agents or subcontractors, or which otherwise comes into the receiving party's knowledge or possession. The receiving party shall not use such confidential information for any purposes other than the performance of the Contract, and shall not disclose it to any person other than those of its employees, agents or subcontractors who need to know it for the performance of the Contract.
8.2 The obligations of confidence and non-use set out in clause 8.1 will not apply to any confidential information which was at the time of disclosure, or otherwise becomes, published, known publicly or in the public domain or known to and at the free disposal of the receiving party in circumstances in which the receiving party has no reason to believe that there has been a breach of any obligation of confidence owed to the disclosing party.
8.3 The receiving party will not be in breach of its obligations under clause 8.1 to the extent that it is required to disclose any confidential information under any law or by or to a court or other public, regulatory or financial authority that has jurisdiction over it.
8.4 You acknowledge that we may take, reproduce and use images and footage of the Course for promotional and portfolio purposes and in doing so may reproduce your image and likeness. You hereby consent to all such uses and reproduction.
9. LIABILITY
9.1 Nothing in these Terms and Conditions shall limit or exclude our liability for:
(a) death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors;
(b) fraud or fraudulent misrepresentation; or
(c) any other matter for which our liability cannot be limited or excluded by law.
9.2 Subject to clause 9.1:
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(a) we shall not be liable to you under any circumstances, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any: (i) loss of profits, loss of business, loss of income or revenue (in each case whether direct or indirect); (ii) loss of opportunity or loss of expectation (in each case whether direct or indirect); or (iii) any indirect or consequential loss,
in each arising under or in connection with the Contract; and
(a) 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 not exceed the amount of the Fees received by us from you under the Contract.
9.3 Whilst every care has been taken to ensure the accuracy of the contents of the Course and the Course Materials, both are provided solely for the purposes of private study, without warranty of any kind. Neither we nor any of our employees or consultants shall be liable for any loss suffered by anyone acting or omitting to act in connection with the contents of the Course and the Course Materials or their use by you. Except as set out in these Terms and Conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
9.4 You will indemnify us, our employees and our officers and keep them fully and effectively indemnified against all losses, liabilities, damages and expenses (including reasonable legal fees and costs) suffered or incurred by any of them in connection with any Default.
10. TERMINATION AND CANCELLATION
10.1 Unless terminated earlier under the terms of the Contract, the Contract shall terminate automatically on completion of the Course (which for the purposes of this clause shall include the receipt and assessment of any assignments which are required to be submitted after the end of the Course).
10.2 Without limiting its other rights or remedies, each 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 the Contract and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach;
(b) the other party becomes insolvent or bankrupt, are the subject of an administration, enter into any voluntary arrangement with your creditors, or are subject to any equivalent event or proceedings;
(c) the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his or her own affairs or becomes a patient under any mental health legislation.
10.3 Without limiting our other rights or remedies, we may terminate the Contract with immediate effect by giving written notice to you if you fail to pay any amount due under this Contract on the due date for payment.
10.4 We reserve the right to cancel or reschedule the Course in whole or in part at any time due to any Force Majeure Event, and will notify you of any such cancellation or rescheduling at the earliest opportunity. If the Course is rescheduled, we will transfer your place to the new date of the Course unless you notify us within seven days after receiving notice of the new date that you are unable to attend on the new date. If the C ourse is cancelled by us other than by reason of any Default on your part, or if you have so notified us that you are unable to attend the new date, a full refund will be offered to you (including
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your Deposit) or, where only part of the Course is cancelled or rescheduled, a proportionate refund will be offered to you in respect of such part. Our liability for cancellation or rescheduling the Course is limited only to providing a refund in accordance with this clause.
10.5 You may cancel your attendance at the Course at any time. If you cancel:
(a) more than thirty days prior to the start of the Course, we will retain the Deposit;
(b) less than thirty days but more than seven days prior to the start of the Course, we will retain the Deposit plus fifty per cent (50%) of the Balance;
(c) seven days or fewer prior to the start of the Course, we will retain the Deposit plus the entirety of the Balance, and in each case we may, if requested and at our discretion, allow you to instead attend a subsequent Course and apply the retained Deposit and Balance in whole or in part against the fees payable in respect of that subsequent Course.
10.6 On termination of the Contract for any reason the accrued rights, remedies, obligations and liabilities of the parties as at termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
10.7 Clauses 1, 4, 8, 9, 10.5 to 10.7 and 11 shall survive termination of the Contract.
11. GENERAL
11.1 Force majeure: We shall not be liable to you as a result of any delay or failure to perform our obligations under the Contract as a result of a Force Majeure Event.
11.2 Assignment: The Contract is personal to you. You shall not, without our prior written consent, assign, transfer, charge, subcontract or otherwise deal with all or any of your rights or obligations under the Contract.
11.3 Notices: Any notice or other communication required to be given to a party under or in connection with this Contract shall be in writing and shall be delivered to the other party personally, by pre-paid first class post, by recorded or special delivery or by commercial courier at its address set out on the Application Form or by email to such address as the party may provide for communication during the term of the Contract.
11.4 Waiver: A waiver of any right under the Contract is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.
11.5 Severance: If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, or unenforceable it shall be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.
11.6 No partnership: Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of
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another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.
11.7 Third parties: A person who is not a party to the Contract shall not have any rights under or in connection with it.
11.8 Variation: Any variation to the Contract or to these Terms and Conditions, shall only be binding when agreed in writing by the parties (including for the avoidance of doubt via email).
11.9 Governing law and jurisdiction: The Contract and any connected claims (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law, and subject to the exclusive jurisdiction of the English courts.
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Ends