TERMS & CONDITIONS
GENERAL TERMS & CONDITIONS FOR THE PROVISION OF TRAINING

1.1 Definitions. The following definitions and rules of interpretation apply in this Contract:

Affected Party: a party which is prevented, hindered or delayed in or from performing any of its obligations under this Contract by a Force Majeure Event;

Attendee: the persons booked onto the Training by the Customer;

Business Day: a day which is not a Saturday or Sunday or a bank or national holiday in England;

Charges: the charges set out in the Order;

Confidential Information: any and all information disclosed to it by the other party concerning this terms of this Contract, the business affairs of the other party, including (but not limited to) information relating to a party’s operations, forecasts, processes, plans, data, materials, strategies, product information, know-how, sales and marketing activities, customers, clients or suppliers, prospective customers, prospective clients or prospective suppliers, designs, trade secrets, software and market opportunities;

Contract: a contract for the provision of Training comprising the Terms and the Order;

Customer: the person or entity set out in the Order;

DPA: the Data Protection Act 1998 as amended, consolidated, extended or re-enacted from time to time;

Force Majeure Event: any circumstance not within a party’s reasonable control including, without limitation: acts of God, flood, drought, earthquake or other natural disaster; lock-outs, strikes or other labour disputes; epidemic or pandemic; terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo or breaking off of diplomatic relations; nuclear, chemical or biological contamination or sonic boom; any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition; collapse of buildings, fire, explosion or accident; and/or interruption or failure of utility service;

Intellectual Property Rights: all patents, rights to inventions, utility models, 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, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any 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;

Laws: all applicable laws, statutes, regulations, codes and guidance, including byelaws of local or other authorities in any jurisdiction;

Location: the location(s) where the Training is to be delivered as set out in the Order;

Orders: The Customer’s order for Training as set out in the booking confirmation attached to these Terms;

Personal Data: personal data (as defined in section 1(1) of the DPA), or any part of such personal data in relation to which the Supplier receives, accesses or otherwise Processes in the course of providing the Training;

Representatives: The Supplier and the Customer’s representatives;

Training: the training to be provided by the Supplier under this Contract, as described in the Order;

Training Materials: any and all documents, materials or products provided by the Supplier for the Training;

Supplier: CNN Training Consultants Limited;

Supplier Personnel: the Supplier’s employees, workers, contractors, sub-contractors and agents who are engaged in the provision of the Training from time to time;

Terms: these General Terms and Conditions for the Provision of Training; and

VAT: value added tax chargeable under English law for the time being and any similar, additional tax.

1.2 Clause headings shall not affect the interpretation of this Contract.
1.3 References to clauses and sub-clauses are to the clauses and sub-clauses of this Contract.
1.4 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person’s legal and personal representatives, successors and permitted assigns.
1.5 Unless the context otherwise requires, words in the singular shall include the plural and vice versa.
1.6 A reference to a statute or statutory provision is a reference to it as mended, extended orre-enacted from time to time. A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.

2.1 This Contract shall commence on the date of the Order, and subject to earlier termination in accordance with its terms.
2.2 If you are a consumer and made your Order by telephone, you have the right to cancel this Contract under the Consumer Contracts (Information, Cancellation & Additional Charges) Regulations 2013 (‘Distance Selling Regulations’). You may cancel your Order within 14 (fourteen) calendar days from when you placed the Order, starting from the day after the day the Order is made.
2.3 If you are a consumer and you exercise your right to cancel your Order under the Distance Selling Regulations, you will receive a full refund of the Charges within 14 calendar days of the day on which you gave us notice of cancellation.

3.1 The Supplier shall deliver the Training on the date, time and at the Location specified in the Order subject to payment of the Charges by the Customer.
3.2 The Supplier shall provide the Training in accordance with:
(a) in a business-like manner; and
(b) good industry practice.

4.1 In consideration of the provision of the Training by the Supplier, the Customer shall pay the Charges set out in the Order in accordance with this clause 4.
4.2 The Charges shall be exclusive of VAT.
4.3 On placing an Order, the Customer must pay 50% of the total Charges for the Training.
4.4 All remaining Charges must be paid in full before the commencement of the Training.
4.5 If paying by cheque, all Charges must have been received by the Supplier in cleared funds before the Training commences.
4.6 If payment is not made on time, the Supplier may charge interest at 2% per annum above the base rate of the Bank of England from the due date until the date of payment on any undisputed amounts.

5.1 The Supplier shall provide all personnel it reasonably believes are necessary in order to ensure that the Training is delivered in accordance with this Contract.
5.2 The Supplier shall procure that the Supplier Personnel have skills and experience to provide the Training.

6.1 The Customer shall provide details of all Attendees who are attending the Training on the Order.
6.2 The Customer shall ensure that the Attendees attend at the Location on the agreed date to receive the Training.
6.3 The Customers shall ensure that Attendees shall comply with all the Supplier policies and instructions in relation to the Training and shall comply with all health and safety policies at the Location.
6.4 The Supplier reserves the right to refuse access the Location where in its opinion the Attendees may be under the influence of alcohol or drugs or there is a risk to the health and safety of the Attendee, other Attendees or the Supplier Personnel. No refund of the Training Charges will be made by the Supplier in such circumstances.
6.5 Where an Attendee is disruptive during Training, arrives late or misses part of the Training, the Supplier reserves the right to ask the Attendee to leave the Location. No refund of the Training Charges will be made by the Supplier in such circumstances.
6.6 Provided the Customer has provided advance written notice of the changes, The Customer may substitute Attendee at the Supplier’s discretion.

7.1 This clause 7 sets out the liability of the parties (including the liability for the acts or omissions of its employees, agents, consultants and sub-contractors) to each other in respect of:
(a) the provision of the Training;
(b) any breach of this Contract, howsoever arising;
(c) any representation, statement or tortious act or omission (including negligence) arising under or in connection with this Contract; and
(d) any other liability (including non-contractual) howsoever arising under any legal theory whatsoever, arising out of or in connection with this Contract.
7.2 Nothing in this Contract shall exclude or limit either party’s liability for:
(a) death or personal injury caused by its own negligence (or the negligence of its employees, agents or sub-contractors);
(b) fraud or fraudulent misrepresentation; or
(c) any other matter for which it would be unlawful for either party to exclude or limit, or attempt to exclude or limit, its liability.
7.3 Subject to sub-clause 7.2, the Supplier’s total liability to the Customer arising under or in connection with this Contract, whether arising in contract, tort (including negligence), breach of statutory duty, misrepresentation, restitution and/or otherwise howsoever arising under any legal theory whatsoever, shall in no circumstances exceed the amount of Charges paid for the Training.
7.4 Subject to sub-clause 7.2, the Supplier shall not be liable to the Customer, whether arising in contract, tort (including negligence), breach of statutory duty, misrepresentation, restitution and/or otherwise howsoever arising under any legal theory whatsoever, arising under or in connection with this Contract for:
(a) loss of profits;
(b) loss of sales or business;
(c) depletion of goodwill;
(d) loss of data or information;
(e) any indirect or consequential loss.

8.1 The Supplier may at any time (no later than two Business Days prior to the date of Training) upon notice to the Customer, postpone the Customer’s Training. Such notice will specify the proposed revised date of the Training. If the proposed revised date of Training is not convenient for the Customer and the Customer and the Supplier are unable to agree a revised date then the Supplier shall refund the Charges paid by the Customer for the Training within 21 days.
8.2 If the Customer wishes to reschedule Training then the Customer needs to give the Supplier at least 14 days’ notice. If the Supplier is not able to accommodate the Customer’s request no refund of the Charges will be payable to the Customer.

9.1 The Supplier may from time to time cancel Training. If the Supplier cancels the Training, the Supplier shall refund the Charges paid by the Customer for the Training within 21 days.
9.2 Where the Customer cancels the Training the following provisions will apply:
9.2.1 No refunds for cancellations made within 72 hours of the date of Training will be given. The Supplier will always try to offer an alternative date for the Training although this cannot be guaranteed;
9.2.2 A full refund for all cancellations made 72 hours or more before the date of Training save that the Supplier will charge a 20% administration fee.

10.1 All Intellectual Property Rights in the Training Materials shall remain with and vest in the Supplier and shall not be reproduced without the permission of the Supplier.
10.2 The Customers shall procure that all Attendees will comply with the obligations set out in clause 10.1.

11.1 Each party undertakes that it shall not at any time during this Contract, or after termination of this Contract, disclose Confidential Information to any person and shall keep such Confidential Information secret, secure and confidential, except as permitted by sub-clause 11.2.
11.2 Each party may disclose the other party’s Confidential Information:
(a) to its Representatives who need to know such information for the purposes of carrying out the party’s obligations under this Contract. Each party shall ensure that its Representatives to whom it discloses the other party’s Confidential Information shall comply with this clause 11. The receiving party shall be responsible for its Representatives’ compliance with the confidentiality obligations set out in this clause 11 and, if necessary, shall promptly enforce such obligations either of its own motion or at the request of the disclosing party; and
(b) as may be required by a Court of law in connection with a dispute concerning this Contract; and
(c) as may be required by law or regulation, or by the order of a court of competent jurisdiction or any appropriate governmental or regulatory authority, and the Information is disclosed in compliance therewith.
11.3 The provisions of sub-clauses 11.1 and 11.2 shall not apply to any Confidential Information that and to the extent the Confidential Information:
(a) was generally accessible to and publically known prior to the date of this Contract or subsequently becomes so through no wrongful act, omission or fault of the receiving party; or
(b) is at the time of disclosure already known to the receiving party, unless such knowledge is subject to a restriction as to use or disclosure.

12.1 The Supplier shall process the Personal Data only to the extent, and in such a manner, as is necessary in order to meet the Supplier’s obligations under this Contract.
12.2 Please refer to the Supplier’s privacy and cookie policy at https://www.cnntraining.co.uk/privacy-and-cookies/.
12.3 As set out in the Supplier’s privacy and cookie policy the Supplier may need to pass Personal Data to other organizations which are potential providers of apprenticeships or other training for the purpose of identifying the availability of apprenticeships and their assessment of an Attendee’s suitability for them. The Customer confirms that the Attendee has agreed to the passing on of their details in this manner.

13.1 Without limiting its other rights or remedies, the Supplier may terminate this Contract by giving the Customer one month’s prior written notice.
13.2 Without affecting any other right or remedy available to it, either party may terminate this Contract with immediate effect by giving written notice to the other party if:
(a) the other fails to pay any amount due under this Contract on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment;
(b) the other party commits a material breach of its obligations under this Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;
(c) the other party repeatedly breaches any of the terms of this Contract in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Contract;
(d) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 (being a partnership) has any partner to whom any of the foregoing apply;
(e) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors;
(f) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the other party (being a company);
(g) an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company);
(h) the holder of a qualifying floating charge over the assets of the other party (being a company) has become entitled to appoint or has appointed an administrative receiver;
(i) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
(j) the Supplier (being an individual) is the subject of a bankruptcy petition or order;
(k) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party’s assets and such attachment or process is not discharged within 30 days;
(l) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in sub-clauses 13.2(d) to 13.2(k) (inclusive);
(m) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or
(n) the Supplier (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.

14.1 Provided it has complied with sub-clause 14.2, an Affected Party shall not be in breach of this Contract or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.
14.2 The Affected Party shall:
(a) as soon as reasonably practicable after the start of the Force Majeure Event but no later than 5 days from its start, notify the other party in writing of the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under this Contract; and
(b) endeavour to mitigate the effect of the Force Majeure Event on the performance of its obligations.
14.3 If the Force Majeure Event prevents, hinders or delays the Affected Party’s performance of its obligations for a continuous period of more than one month, the party not affected by the Force Majeure Event may terminate this Contract by giving 14 days’ notice to the Affected Party.

15.1 The Supplier shall be entitled to sub-contract any of the Supplier’s obligations under this Contract.

16.1 Assignment and other dealings. The Customer shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under this Contract without the Supplier’s prior written approval.
16.2 The Supplier may, at its absolute discretion, assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights and obligations under this Contract.
16.3 Entire Agreement. 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.
16.4 Each party agrees that, in entering into this Contract, it has not relied on, and shall have no right or remedy in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Contract, except in the case of fraud. Each party agrees that its only liability in respect of those representations and warranties that are set out in this Contract (whether made innocently or negligently) shall be for breach of contract.
16.5 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Contract.
16.6 Variation. No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
16.7 No partnership or agency. Nothing in this Contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
16.8 Each party confirms it is acting on its own behalf and not for the benefit of any other person.
16.9 Third parties. No one other than a party to this Contract shall have any right to enforce any of its terms.
16.10 Notice. Any notice or other communication given to a party under or in connection with this Contract shall be in writing, in English and shall be:
(a) delivered by hand or by pre-paid first-class post or other next Business Day delivery service at its address set out in the Order; or
(b) sent by email to the email address set out in the Order.
16.11 Any notice shall be deemed to have been received:
(a) if delivered by hand, on signature of a delivery receipt;
(b) if sent by pre-paid first-class post or other next Business Day delivery service, at 9.00am on the second Business Day after posting or at the time recorded by the delivery service;
(c) if sent by email, the date that the email is sent, provided that the sending party can produce evidence that the email was correctly addressed and that it left its systems.
16.12 A party may change its details set out in the Order by giving notice, the change taking effect for the party notified of the change at 9.00 am GMT on the later of:
(a) the date, if any, specified in the notice as the effective date for the change; or
(b) the date five Business Days after deemed receipt of the notice.
16.13 Clauses 16.10 to 16.12 do not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution
16.14 Waiver. No failure or delay by a party to exercise any right or remedy provided under this Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the 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.
16.15 Severance. If any provision or part-provision of this 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 16.15 shall not affect the validity and enforceability of the rest of this Contract.
16.16 Language. This Contract is drafted in the English language. If this Contract is translated into any other language, the English language version shall prevail.
16.17 Governing law. 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 and Wales.
16.18 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales 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).