TERMS AND CONDITIONS OF SUPPLY OF TRAINING SERVICES
This page sets out the conditions of any Training Services delivered by Yordas Ltd, the limited company registered in England & Wales with Registered number 06224278 with its trading address at Lancaster Environment Centre, Lancaster University, Lancaster, Lancashire, LA1 4YQ or any of the companies in its Group (Yordas, us, we, our) to the individual purchasing Training Services and/or their employer (you, the Client).
Together (the Parties).
1. Interpretations and Definitions
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Course: a Course with set learning sessions delivered on-line.
Study Materials: all documents, products and materials developed by Yordas or its agents, subcontractors and personnel as part of or in relation to the Services in any form, including without limitation training manuals, computer programs, data, assessment criteria, reports and specifications.
Fee: means the fee payable for the Course or Study Materials.
Group: in relation to a company, that company, any subsidiary or holding company from time to time of that company, and any subsidiary from time to time of a holding company of that company.
Cancellation Period: a purchase of the Course may be cancelled within a period of 14 calendar days from the date on which the contract is concluded.
Intellectual Property Rights (IPRs): 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 rights, topography 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.
Services or Training Services: the services, including without limitation any Study Materials, to be provided by Yordas to the Client.
Supplier IPRs: all Intellectual Property Rights subsisting in the Training Services and the Deliverables.
1.2 A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.
1.3 A reference to writing or written excludes faxes but includes emails.
1.4 The agreement between the Parties shall be concluded in English language only.
2. Ordering Procedure
2.1 You can order a Course via a Website, email or telephone.
2.2 When you place an order for a Course you are offering to purchase that Course on these Terms and Conditions. Yordas reserves the right to decline or cancel your order, or any part of your order.
2.3 Following receipt by us of your order for a Course via the Website, email or by telephone you will receive a written order acceptance confirmation by email. Your order will be subject to acceptance by us of your offer to purchase in accordance with Clause 2.4 below.
2.4 A legally binding agreement shall not come into existence until Yordas has accepted your offer to purchase a Course by sending you an order acceptance confirmation email, which will be effective upon sending to you to the email address you have provided.
2.5 If we cannot accept your order. If we are unable to supply you with the Training Services for any reason, we will inform you of this by email and we will not process your order. If you have already paid for the Services, we will refund you the full amount.
3. Charges and Payment
3.1 In consideration for the provision of the Training Services, the Client shall pay Yordas the Fees in accordance with this clause 3.
3.2 We take all reasonable care to ensure that the prices stated for the Training Services are correct at the time when the relevant information was entered into the system. However, it is always possible that, despite our reasonable efforts, some of the Training Services on our site may be incorrectly priced. Where the correct price for the Services is less than the price stated on our site, we will charge the lower amount and if the correct price for the Services is higher than the price stated on our site, we will contact you in writing as soon as possible to inform you of this error and we will give you the option of continuing to purchase the Training Services at the correct price or cancelling your order. We will not process your order until we have your instructions. If we are unable to contact you using the contact details you provided during the order process, we will treat the order as cancelled and notify you in writing. However, if we mistakenly accept and process your order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may cancel supply of the Services and refund you any sums you have paid.
3.3 Payment for the Training Services is in advance. We will take your payment upon acceptance of your order.
3.4 You can pay for the Training Services using a debit card or credit card. We accept the following cards:
(c) American Express
3.5 The Client could pay via an electronic transfer to a bank account nominated in writing by Yordas.
3.6 The Fees are the prices quoted on our site at the time you submit your order. If you wish to change the scope of the Services after we accept your order, and we agree to such change, we will modify the Fees accordingly.
3.7 Yordas is not responsible for any bank charges and currency conversion fees, if such fees are applicable as a result of booking of the Course. Those charges and fees will be added to the Fees payable for the Course.
3.8 If you fail to make any payment due to Yordas under this Contract by the due date for payment, then:
(a) you shall pay interest on the overdue amount at the rate of 8% per annum. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Client shall pay the interest together with the overdue amount.
(b) Yordas may suspend all Services until payment has been made in full.
3.9 All amounts due under this agreement shall be paid by the Client to Yordas in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
3.10 All amounts payable by the Client exclude amounts in respect of value added tax (VAT), which the Client shall additionally be liable to pay to Yordas at the prevailing rate (if applicable), subject to receipt of a valid VAT invoice. Where the Client is resident outside the UK and provision of the services gives rise to a liability to VAT in that country, then the client shall pay the full net amount of the invoice to Yordas and remit the required VAT to the relevant authorities on behalf of Yordas.
3.11 The Fee for any Course at any given time will be displayed on the Website and/or will be notified to you by our representative.
3.12 Without prejudice to our rights and remedies under these Terms and Conditions, if any sum payable is not paid in cleared funds on or before the date of the delivery of the Course, we reserve the right at our sole discretion, to suspend the provision of Training Services to you and refuse access to the relevant Course or to the Study Materials.
3.13 If you are booking Training Services via your employer, both you and your employer are jointly and severally liable for all unpaid invoices.
4. How we use your personal information
4.1 We will use any personal information you provide to us to:
(a) provide the Services;
(b) process your payment for the Services; and
(c) inform you about similar products or services that we provide, but you may stop receiving these at any time by contacting us.
4.2 Further details of how we will process personal information are set out in the privacy notice.
4.3 We may share your information with our agents and service providers for these purposes.
4.4 We regularly conduct online surveys. This is used to gauge your satisfaction with our Services, collect demographic information and other information that we may find useful. We may share non-personal, aggregated information with third parties. You agree to us using your information in this manner.
4.5 If the Course is booked by your employer, you authorise us to release to your employer details of your attendance, marks, general progress reports and any other information reasonably requested by your employer and which we in our sole discretion consider appropriate to provide.
5.1 If you are booking personally, under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 ("Consumer Contracts Regulations") you may cancel your purchase of the Course within a period of 14 calendar days ("Cancellation Period") from the date on which the contract is concluded subject to Clauses 5.2 to 5.5.
5.2 You must inform us of your decision to cancel by using one of the following methods within the Cancellation Period:
(a) Emailing or posting to us your cancellation request at email@example.com
(b) Calling us on Tel. +44 (0)1524 510278
(c) If you cancel your Course, and you must delete any Study Materials you may have received from us without undue delay.
(d) Refunds will be made using the same method of payment as you used for the purchase and shall usually be paid within 30 days of you informing us of the cancellation.
5.3 Your right to cancel and obtain any refund will be lost if you have given Yordas your express consent to supply any Training Services during the Cancellation Period and/or the service has been fully performed. If express consent has been given but the service is only part-performed, you will be liable to pay for the services actually received.
5.4 If the contract is for the supply of digital content such as an Online Course and/or Online Study Materials, your right to cancel and obtain any refund will be lost if you have given us express consent to supply the digital content to you during the Cancellation Period or if you accessed the digital content before the expiry of the Cancellation Period.
5.5 Whether or not the Course is booked via your employer, your order of a Course is personal to you and you will not be permitted to transfer your enrolment on a Course to anyone else.
6. Deferral Policy
6.1 You may defer the start date of your Course at any time up to the working day prior to the relevant Course start date, subject to availability and upon payment by you of any difference in the Fees payable for the more expensive Course and payment of €50 of administrative fee.
7. On-Line Courses
7.1 In relation to Online Courses only the following points apply:
(a) Upon receipt of a confirmation email from us you will be notified when you have access to the Online Course purchased and for the length of time such access will be made available to you, unless any such Online Course is removed.
(b) The receipt of an Online Course is personal to you and you may not transfer your rights to access the Online Course or provide an Online Course to any other person.
(c) You may incur charges to your Internet service provider while you are accessing and/or downloading the Study Materials. Charges may also be payable to third parties for use of the software necessary to access and/or download the Study Materials. You are responsible to pay these charges.
8. Intellectual Property
8.1 Yordas and its licensors shall retain ownership of all Supplier IPRs.
8.2 Yordas grants the Client, or shall procure the direct grant to the Client of, a fully paid-up, worldwide, non-exclusive, royalty-free, licence to copy and modify the IPRs for the purpose of receiving and using the Training Services and the Deliverables in the Client's business during the term of the Contract.
9.1 Yordas does not make any representation, guarantee or commitment to you that the Study Materials will be error free.
9.2 Yordas does not make any commitment that the Online Course will be compatible with or operate with your software or hardware.
10.1 The Courses are for training purposes only. Yordas will not accept any responsibility to any party for the use of the tuition provided and/or the contents of the Study Materials for any purpose other than training for educational purposes, including but not limited to the giving of advice by you to any third party.
11. Limitation of Liability
11.1 Nothing in this Contract shall limit or exclude Yordas's liability for:
(a) death or personal injury caused by its negligence, or the negligence of its personnel, agents or subcontractors;
(b) fraud or fraudulent misrepresentation; and
(c) any breach, which cannot be limited or excluded by applicable law.
11.2 Subject to clause 11.1, Yordas shall not be liable to the Client, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this agreement 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 or damage to goodwill; and
(g) any indirect or consequential loss.
11.3 Subject to clause 11.1, Yordas' total liability to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with this Contract shall be limited to the Fees paid by you.
12.1 Force majeure:
(a) For the purposes of these terms, Force Majeure Event means an event beyond the reasonable control of Yordas including but not limited to epidemics or pandemics, strikes, lock-outs or other industrial disputes (whether involving the workforce of Yordas 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.
(b) Yordas shall not be liable to the Client as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.
(c) If the Force Majeure Event prevents Yordas from providing any of the Services for more than 4 weeks, Yordas shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Client.
12.2 Assignment and other dealings:
(a) The Client shall not assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights and obligations under this Contract without Yordas’s authorised representative’s prior written consent.
(b) Yordas may at any time assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights under this Contract.
12.3 Entire agreement:
(a) These terms and the documents to which they specifically refer constitute the entire agreement between the parties and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
(b) Each of the Parties 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 these terms. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in these terms or the documents to which they specifically refer.
No variation of this Contract shall be effective unless it is in writing and signed by Yordas (or its authorised representative).
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 default. 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; or
(b) prevent or restrict the further exercise of that or any other right or remedy.
If any provision or part-provision of these Terms and Conditions 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 these Terms and Conditions.
12.7 Third party rights:
No one other than a party to this agreement shall have any right to enforce any of its terms.
12.8 No partnership or agency:
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.
12.9 Governing law:
This Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by, and construed in accordance with the law of England and Wales.
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Contract or its subject matter or formation.