Terms of Sale

OUR TERMS

About Us
This website www.compliancestandardgroup.co.uk is owned and operated by the

Compliance Standard Group.

Registered Address:
Harley House
29 Cambray Place
Cheltenham
GL50 1JN

Trading address:

Delmont
Quabbs Road
Drybrook
Gloucestershire
GL17 9JD

E: [email protected]

If you need to contact us, please use the details below.

T: 01242 323864

VAT Registration no.252196115
Registered in England and Wales under company number 10205358. 

Jump to a section:

• Online Shop Terms and Conditions
• MY Safe Clinic Terms and Conditions
• E-Learning Terms and Conditions
• Consultancy Terms and Conditions
• Training Terms and Conditions

ONLINE SHOP T&Cs

1. Make a contract with us

1.1 When you place an order with us, you are making an offer to buy goods. We will send you an e-mail to confirm that we have received your order.

1.2 In the unlikely event that the goods are no longer available, or that we have made a pricing mistake, we will advise you of this in writing via email within 5 days, and there will be no contract between us.

1.3 Images of products on this website are for illustrative purposes only. Your goods may vary slightly from the image shown on the website and will only include any pictured accessories if clearly stated in the specification of the goods.

1.4 We have made every effort to display as accurately as possible the colours of our products that appear on this website. However, we cannot guarantee that your monitor’s display of any colour will accurately reflect the colour of the actual goods.

1.5 Whilst we try to be as accurate as possible, all information provided is approximate and is provided in good faith.

1.6 This contract is covered by English law.

1.7 By placing an order with us, you agree to and accept these terms, as well as our privacy policy and the terms of website use.

2. How to place order

2.1 You can use our website to place an order by selecting the product you wish to buy and adding it to your basket. Items you do not require can be removed from your basket at any time. Trade orders can be placed by contacting our trade team by calling 01242 323864 or emailing [email protected].

2.2 If purchasing a quote, the buyer accepts full responsibility for checking the accuracy of that quote.

2.3 The buyer assumes responsibility for the goods being suitable for the purpose for which they are being purchased.

2.4 Carriage charges will be shown prior to you placing your order.

2.5 You will be required to pay for the goods in full at the time of ordering.

2.6 We use secure payment facilities for online purchases. This includes payments from most card providers.

2.7 Promotional prices only apply during the period stated.

2.8 All prices quoted on our website are in UK pounds and include Value Added Tax at the current rate.

2.9 Once your order has been confirmed, changes may not be possible or may incur additional charges or delays.

2.10 Once your order is complete, we will notify you of the dispatch date.

2.11 Only voucher codes obtained from Compliance Standard Group will be honoured. Any vouchers or codes that are over 6 months old can be considered expired and may not be accepted.

3. Delivery & Carriage Charges

3.1 Goods will be dispatched from our UK warehouse within 1-20 working days and any estimated dispatch date is an estimate, which can change without notice. Dispatch may be delayed in accordance with point 3.13.

3.2 We will aim to deliver goods within 2-3 working days of dispatch. Deliveries may be delayed in accordance with point 4.13.

3.3 Your order may arrive in more than one delivery.

3.4 We can deliver our products anywhere in mainland Great Britain and Republic of Ireland. Delivery to other locations is judged on a case-by-case basis. We are able to deliver to a mainland courier company on your behalf for onward shipping.

3.5 We will deliver the goods to the premises you specify on your order. Single items will fit through a letter box. If you have ordered multiple items, you must be at home or work to accept delivery of your order, which is between 7:30am and 6:00pm Monday-Friday.

3.6 At our discretion, free delivery may be available on single orders where the goods cost reaches or exceeds a pre-agreed limit. We reserve the right to withdraw or amend any offer of free delivery at any time.

3.7 Disposal of packing materials is your responsibility.

3.8 If there is no one to accept the order on the scheduled delivery date the goods may be returned to us, and we reserve the right to charge you an additional re-delivery charge.

3.9 If you change the delivery address once the goods have been dispatched to you, we reserve the right to pass on any extra charges made by our carriers for redirecting your delivery if the carriers are able to make the change. This may delay your delivery.

3.10 Please check the goods on delivery – any goods found to be missing or damaged should be notified to the delivery driver at the time of delivery or ourselves within two working days of delivery of the items.

3.11 If the goods are lost or damaged, please report this to us within two working days from the delivery day.

3.12 Deliveries are made to a ground floor entrance only and on the condition that there is reasonable access for the safe and prompt delivery of the goods.

3.13 Sometimes, for reasons beyond our control we may be prevented from delivering your goods as planned. These might include things such as industrial action, accidents, breakdowns, fire, flood, storm, severe weather, acts of god, war, riot, civil commotion, malicious damage or the default of our suppliers. We are not responsible where this causes a delay or failure in delivering your goods.

3.14 Time is not the essence of the contract unless expressly stated otherwise in writing by a Director of the Company.

4. Cancellation and returns

4.1 This policy does not apply to goods ordered by businesses which are exempt from the Distance Selling Regulations, or the following goods which are exempt from the right to cancel. Any items which have been custom made, such as products featuring custom designs or made to order, colours/styles outside of the options listed on our website, or any product which you have asked us to provide on a bespoke basis. For Trade and Business customers, please see section 8. R-Shield: Due to the nature of this product, we cannot accept return of opened/used items. Face Masks: Please note we are unable to accept refunds or returns on infection control products such as face masks.

4.2 You can cancel your contract at any time up to 14 days after the day of delivery. To do this, please e-mail [email protected].

We are unable to accept cancellations by phone. Please refer to point 4.1 for items exempt from this term.

4.3 You do not have to give any reason for cancellation. However, a brief explanation will help us to improve the service we offer to customers in the future.

4.4 If you cancel, you must return the unopened and unused goods within 14 days of cancellation, complete with the original packaging to us and/or our supplier (or any other UK address specified by us), at your own expense. You must ensure that the goods are packaged adequately to protect against damage.

4.5 You may properly examine the goods for 14 days; however you may not return any goods that have been used unless you can provide evidence that they are faulty. For exempt goods please see point 4.1.

4.6 If you fail to return the goods within 14 days of the cancellation date, we reserve the right to withdraw from order cancellation and refund. If you fail to take reasonable care of the goods before they are returned to us, and this results in damage or deterioration, we will charge you for the reduction in value.

4.7 We will refund all monies paid to us by you including any postage / carriage within 30 days, less any costs due under this contract. Please see point 4.1 for exemptions.

4.8 We reserve the right not to replace any item that has been used or packaging has been opened, as we will deem this acceptance of the goods.

4.9 We will not be held liable for claims made against product performance or effectiveness. This includes improper use of the product by the buyer or effectiveness of the product whilst in use.

4.10 We are not liable for any loss or earnings, particulate exposure or resulting health issues due to late, incorrect or lost deliveries.

4.11 We reserve the right to refuse replacements on any damaged items reported to us outside of two working days. Please refer to points: 3.10 and 3.11.This cancellation policy does not affect your legal rights – for example, if goods are faulty or misdescribed.
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5. Faulty Goods / Guarantee

5.1 If there is a problem with the goods, please notify us by email providing details of the problem. In addition, you must provide us with a digital photograph of the problem. We will deal with the matter in accordance with your legal rights. Please see points 3.10 and 3.11 for time restrictions.

5.2 All goods are covered by a manufacturer’s warranty against faulty workmanship and materials, subject to the terms and conditions of that warranty.

5.3 The manufacturer’s warranty is provided in addition to the rights that the law says you have as a consumer and accordingly, your statutory rights are not affected.

5.4 If an exchange is necessary, this will be arranged without unreasonable delay and without charge. Replacement goods will not be dispatched until either an indicative digital image is supplied by the customer, or the original goods have been received at our warehouse and checked. The cost of returning goods to us is your responsibility, however on inspection we will refund your reasonable postage costs, providing that the goods are found to be faulty. If the goods are not faulty, we will return them to you, however you will be required to cover our reasonable postage costs.

5.5 We are unable to guarantee and exact colour match due to the nature of the product.

5.6 Where recommended by us in writing, products should be cleaned in accordance with our care and maintenance instructions, failure to do so may void any warranty.

5.7 If an item is no longer available, we will offer an alternative. However, our liability will be to replace faulty goods only and we are unable to guarantee an exact match. In this instance, you will have the option of a refund on the items under the claim.

5.8 Where we replace faulty goods you are responsible for their disposal if they have not previously been returned to us.

5.9 The liability of the Seller is governed by relevant applicable law as amended. If not stated otherwise, the Seller provides quality warranty for the goods until an expiration date displayed on the packaging.

5.10 The Buyer must duly inspect the delivered goods and inform the Seller without undue delay about any discovered defects. A later claim about the kind, number or damage to the goods during shipping will not possibly be taken into consideration. The Buyer also confirms with his/her signature that the goods were delivered in good order.

If the goods are damaged, the Buyer can refuse to accept the delivery.

5.11 If the goods do not correspond to the goods under the Agreement after the Buyer has accepted the delivery of such goods, the Buyer has the right to the following: the Buyer must without undue delay and free of charge return the goods to the conditions stated in a purchase agreement and that must be made by delivering new goods; if such steps are not possible, the Buyer may require a fair discount on the purchase price.

5.12 If the Buyer is a consumer, his/her rights from defective performance are pursuant to the applicable legal rights and provisions, and his/her rights are as follows: if defective performance constitutes material breach of the Agreement, the Buyer – consumer has the right a) to request new defect-free goods or missing goods, b) to a repair of the goods, c) to a fair discount on the purchase price, d) to withdraw from the Agreement.

The Buyer – consumer informs the Seller which one of the aforementioned rights s/he wishes to exercise at the time of informing the Seller about the defect or without undue delay after informing him about the defects. If the Buyer does not choose his/her right to exercise within the specified time, his/her rights are as in the case of non-material breach of the Agreement. In case of non-material breach, the Buyer has the right to require a repair of the defect or to a fair discount on the purchase price. Other legal claims of the Buyer – consumer in the case of defective performance are governed by applicable English law.

5.13 Notwithstanding legal exceptions, the Buyer cannot withdraw from the Agreement or request delivery of new goods if he cannot return the goods in the same condition in which the goods were delivered.

5.14 The Seller reserves the right to withdraw from the Agreement with such a Buyer whose warranty claims are not adequate or whose purchase activity shows speculative nature.

5.15 Whilst our products are independently tested and certificated, we cannot reasonably accept liability for the effectiveness of our products when in use and cannot guarantee that their use will prevent exposure to any given particulate matter. Once purchased, the Buyer accepts all liability for the proper use and effectiveness of our products.

5.16 A claim form is available upon request to [email protected].

6. Liability

6.1 The products sold on this website have been designed to comply with all relevant UK and EU legislation. We cannot warrant or represent that they comply with any legal requirement outside of these regions.

6.2 We do not accept liability for any consequential loss of profit or indirect losses. You should therefore not use any goods until you have received them and inspected them.

7. Trade or Business Customers

The following conditions apply to orders placed by Trade or Business Customers.

71 Orders may not be cancelled except with our mutual agreement and having been confirmed in writing by a Director of our company. We reserve the right to make cancellation and/or re-stocking charges.

7.2 Claims for missing or damaged items must be made in writing within 2 working days of delivery.

7.3 If purchasing a quote, the buyer accepts full responsibility for checking the accuracy of that quote.

7.4 The buyer assumes responsibility for the goods being suitable for the purpose for which they are purchased.

MY SAFE CLINIC  – Terms and Conditions

1. Application

1.1 These Terms and Conditions shall apply to the provision of Services by Compliance Standard Group Limited trading as My Safe Clinic (MSC) to the Client.

1.2 In the event of conflict between these Terms and Conditions and any other terms and conditions (of the Client or otherwise), the former shall prevail unless expressly otherwise agreed by MSC in writing.

2. Definitions and Interpretation

2.1 In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:

3. Consultant’s Obligations

3.1 With effect from the Commencement Date until any termination under Clause 8 MSC shall, in consideration of the Fees being paid in accordance with the terms of payment, provide the Services expressly identified in the Proposal, or otherwise agreed under these Terms and Conditions.

3.2 MSC will use reasonable care and skill to perform the Services identified in the Proposal or otherwise agreed under these Terms and Conditions.

3.3 MSC  shall use all reasonable endeavours to complete its obligations under the Proposal. MSC offer guidance and support, there is no guarantee of a pass resulting in accreditation.  The Parties agree that time will not be of the essence in the performance of these obligations.  MSC relies on the cooperation of the Client in being able to provide the Services. MSC shall not be liable for any deficiencies or inaccuracies in the Services arising from failure by the Client to cooperate with MSC.

3.4 The Individual being the primary Consultant contact for the Client.  MSC  has the unfettered authority to change the Individual if necessary or to delegate any obligations to other employees or sub-contractors of the service but shall, where possible, give reasonable advance notice to the Client of its intention to do so.

4. Client’s Obligations

4.1 The Client shall:

4.1.1   Make freely available to MSC access to the Client’s premises, equipment, staff, IT and email systems and documentation for the purposes of the Services;

4.1.2   provide adequate working space and facilities for MSC ’s staff; and

4.1.3   co-operate with them in all respects to allow the prosecution of the Services.

4.2 The Client shall allow MSC  the use and interrogate any computer systems necessary to enable it to provide the Services.

4.3  The Client shall take all reasonable precautions to ensure the safety and health of MSC ’s personnel while such personnel are at the Client’s premises.

5. Price

5.1 The Client agrees to pay the Fees in accordance with Clause 6 and the Proposal.

5.2 MSC shall be entitled to recover from the Client its reasonable incidental expenses for materials used and for third party goods and services supplied in connection with the provision of the Services.

5.3 The Client shall pay MSC  for any:

5.3.1 additional services provided by MSC  that are not specified in the Proposal

5.3.2 additional work required to complete the Services which was not anticipated at the time of the Proposal; in accordance with MSC ‘s hourly rate in effect at the time of the performance or such other rate as may be agreed. Any such charge for additional services shall be invoiced separately from any Fees due under the Proposal.

5.4  All sums payable by either Party pursuant to these Terms and Conditions are exclusive of any value added or other tax or other taxes on profit, for which that Party shall be additionally liable.

5.5   The Client acknowledges that the nature of the Services may be critical of the business or practices of the Client. The Client recognises that any feedback or report arising from the Services will contain an honest, frank and objective assessment of the material parts of the Client’s business.  No part of the Fees is contingent or conditional upon the positivity or otherwise of the feedback or report.

6. Payment

6.1   All payments required to be made pursuant to these Terms and Conditions by either Party shall be made, within 10 days of the date of the relevant invoice, without any set-off, withholding or deduction except such amount (if any) of tax as that party is required to deduct or withhold by law.

6.2  The time of payment shall be of the essence of these terms and conditions. If the Client fails to make any payment on the due date in respect of any sum due under these Terms and Conditions, then MSC shall have the right to charge the Client interest on any sum outstanding at the rate of 8% above the base rate of Bank of England from the due date for payment until the date on which the payment is received.

6.3   MSC  is entitled to recover on an indemnity basis all expenses including legal and collection agent charges incurred in obtaining payment of Fees or expenses from the Client where the Client fails to pay in accordance with clause 6.1

7. Variation and Amendments

7.1 If the Client wishes to vary any details of the Proposal, it must notify MSC in writing as soon as is reasonably possible.  MSC shall use all reasonable endeavours to make any required changes and any additional costs thereby incurred shall be separately invoiced to the Client.

7.2  If, due to circumstances beyond MSC ’s control, it has to make any change in the arrangements relating to the provision of the Services it shall notify the Client forthwith. MSC  shall endeavour to keep such changes to a minimum and shall seek to offer the Client arrangements as close to the original arrangements as is reasonably possible in the circumstances.

8. Termination

8.1  MSC may terminate the Agreement forthwith if:

8.1.1 the Client is in breach of any of its obligations hereunder;

8.1.2  the Client has entered into liquidation (other than for the purposes of a bona fide amalgamation or reconstruction) whether compulsory or voluntarily or compounds with its creditors generally or has an administrator, administrative receiver or receiver appointed over all or a substantial part of its undertaking or assets;

8.1.3 the Client has become bankrupt or shall be deemed unable to pay its debts by virtue of Section 123 of the Insolvency Act 1986;

8.1.4 the Client ceases or threatens to cease to continue business; or

8.1.5  MSC is delayed in performing or fails to perform any of MSC ‘s obligations due to any cause beyond MSC ‘s reasonable control in circumstances where, having proper regard to the nature and extent of the actual or likely future disruption to the Services due to that cause, it considers that it cannot effectively provide, or any longer provide, the Services.

8.2  In the event of termination under clause 8.1 MSC shall retain any sums already paid to it by the Client without prejudice to any other rights that either party may have whether at law or otherwise.

8.3  Save where clause 8.1 applies, the agreement will continue until the provision of the Services is complete as set out in the Proposal or any subsequent date mutually agreed between the parties in writing is reached.

8.4 In the event of termination the client will be responsible for retrieving any documents or data held on MSC Management System prior to the system being switched off.

9. Liability

9.1 The Client shall indemnify MSC against all damages, costs, claims and expenses suffered by MSC arising from loss or damage to any equipment (including that of third parties) caused by the Client, or its agents or employees.

9.2  In no event will MSC be liable by reason of any breach by it of any of these Terms and Conditions or breach by it of any implied warranty, condition or other term of the Agreement, or any negligent or innocent misrepresentation, or any negligence or other duty at common law, for any:

• loss of or damage to data;
• loss of use of data;
• loss of use of any hardware or software;
• interruption to business;
• loss of income or revenue;
• loss of profit, contracts, business, business opportunity, or goodwill;
• loss of anticipated savings; or
• any indirect, special or consequential loss, damage, costs, expenses or other claims, whether or not the same were reasonably foreseeable or actually foreseen arising from any act or omission of MSC in connection with the performance of its obligations under the Agreement.

9.3 Except as provided above in the case of personal injury, death and damage to tangible property, and below as to fraud or fraudulent misrepresentation, MSC ‘s maximum liability to the Client under the Agreement or otherwise for any cause whatsoever (whether in the form of the additional cost of remedial services or otherwise) will be limited to a sum equivalent to the price paid up until the point of claim to MSC for the Services that are the subject of the Client’s claim, plus damages limited to 25% of the same amount for any additional costs directly, reasonably and necessarily incurred by the Client  in obtaining alternative products and/or services

9.4  The Parties acknowledge and agree that the limitations contained in this Clause 9 are reasonable in the light of all the circumstances.

9.5 These limitations shall apply cumulatively, and shall apply regardless of the form of action, whether under statute, in contract or tort, including negligence, or any other form of action.

9.6  Nothing in these Terms and Conditions is intended to or will exclude or limit MSC ‘s liability for death or personal injury caused by MSC ‘s negligence, or for fraud or fraudulent misrepresentation by MSC .

9.7 For the purposes of this clause, MSC includes its employees, sub-contractors and suppliers.

9.8  The employees, sub-contractors and suppliers of MSC  shall all have the benefit of the limits and exclusions of liability set out above in terms of the Contracts (Rights of Third Parties) Act 1999.

10. Confidentiality

10.1  During the term of the Agreement the following obligations shall apply to the Party disclosing Confidential Information (‘the Disclosing Party’) to the other Party (‘the Receiving Party’).

10.2 Subject to sub-Clause 10.3, the Receiving Party:

10.2.1  may not use any Confidential Information of the Disclosing Party for any purpose other than the performance of its obligations under the Agreement;

10.2.3  may not disclose any Confidential Information of the Disclosing Party to any person except with the prior written consent of the Disclosing Party; and

10.2.3  shall make every effort to prevent the use or disclosure of the Confidential Information of the Disclosing Party.

10.3 The obligations of confidence referred to in the provisions of this Clause shall not apply to any Confidential Information of the Disclosing Party that:

10.3.1  is in the possession of and is at the free disposal of the Receiving Party or is published or is otherwise in the public domain before its receipt by the Receiving Party;

10.3.2  is or becomes publicly available on a non-confidential basis through no fault of the Receiving Party;

10.3.3  is required to be disclosed by any applicable law or regulation;

10.3.4  is received in good faith by the Receiving Party from a third party who, on reasonable enquiry by the Receiving Party claims to have no obligations of confidence to the Disclosing Party in respect of it and who imposes no obligations of confidence upon the Receiving Party.

10.4 Without prejudice to any other rights or remedies the Disclosing Party may have, the Receiving Party acknowledges and agrees that in the event of breach of this clause the Disclosing Party shall, without proof of special damage, be entitled to an injunction or other equitable remedy for any threatened or actual breach of the provisions of this clause in addition to any damages or other remedies to which it may be entitled.

10.5 The obligations of the Parties under the provisions of this clause shall survive the expiry or the termination of the Agreement for whatever reason.

11. Data Protection

11.1 All personal information that MSC may use will be collected, processed, and held in accordance with the provisions of EU Regulation 2016/679 General Data Protection Regulation (“GDPR”) and the Client’s rights under the GDPR.

11.2 For complete details of MSC ’s collection, processing, storage, and retention of personal data including, but not limited to, the purpose(s) for which personal data is used, the legal basis or bases for using it, details of the Client’s rights and how to exercise them, and personal data sharing (where applicable), please refer to MSC ’s Privacy Notice.

12. Sub-Contracting and Assignment

12.1     MSC may sub-contract to third parties all or any part of the Services to be carried out under the Agreement.

12.2     The Client shall not assign to a third party any or all of its rights or obligations under the Agreement without the prior written consent of MSC.

13. Force Majeure

Neither Party to the Agreement shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party. Such causes include, but are not limited to power failure, Internet Service Consultant failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the Party in question.

14. Waiver

14.1 No waiver by MSC  of any breach of these Terms and Conditions by the Client shall be considered as a waiver of any subsequent breach of the same or any other provision. A waiver of any term, provision or condition of these Terms and Conditions shall be effective only if given in writing and signed by the waiving party and then only in the instance and for the purpose for which any waiver is given.

14.2 No failure or delay on the part of any Party in exercising any right, power or privilege under these Terms and Conditions shall operate as a waiver of, nor shall any single or partial exercise of any such right, power or privilege preclude any other or further exercise of or the exercise of any other right, power or privilege.

15. Severance

If any provision of these Terms and Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Terms and Conditions and the remainder of the provision in question shall not be affected thereby.

16. Notices

16.1  All notices under these Terms and Conditions shall be in writing and be deemed duly given if signed by, or on behalf of, a duly authorised officer of the Party giving the notice.

16.2 Notices shall be deemed to have been duly given:

16.2.1  when delivered, if delivered by courier or other messenger (including recorded delivery mail) during normal business hours of the recipient; or

16.2.2  when sent, if transmitted by e-mail and a successful transmission report or return receipt is generated; or

16.2.3  on the fifth business day following mailing, if mailed by national ordinary mail, postage prepaid; in each case addressed to the most current address or e-mail address notified to the other Party.

16.3  Service of any document for the purposes of any legal proceedings concerning or arising out of the Agreement shall be effected by either Party by causing such document to be delivered to the other Party at its registered or principal office, or to such other address as may be notified to one Party by the other Party in writing from time to time.

17. Law and Jurisdiction

17.1 The Agreement shall be governed by the laws of England and Wales.

17.2 Any dispute between the Parties relating to the Agreement shall fall within the exclusive jurisdiction of the courts of England and Wales.

E-LEARNING T&Cs

1. INTRODUCTION

1.1  If you register for, purchase, access or use one or more of our eLearning courses, you are agreeing to comply with, and be bound by, the following terms and conditions which govern the Compliance Standard Group Limited relationship with you in relation to our eLearning courses. If you do not agree with any part of these terms and conditions, you must not register for, purchase or access any of our eLearning courses.

1.2. By continuing to access/use our eLearning courses, the purchaser agrees to comply with all these conditions.

1.3. The Purchaser must cease to use and deactivate their eLearning courses if they do not agree to any changes to these terms and conditions.

• The following definitions and rules of interpretation apply:

1.4.1    Anti-Slavery Laws: the Modern Slavery Act 2015 or any similar or analogous laws in any other relevant jurisdiction.

1.4.2    Applicable Law: as applicable and binding on the Customer or CSG:

1. any law, statute, regulation, byelaw, or subordinate legislation in force from time to time to which a party is subject.
2. the common law and laws of equity as applicable to the parties from time to time.

iii. any binding court order, judgment, or decree; or

1. any applicable direction, policy, rule, or order that is binding on a party and that is made or given by any regulatory body having jurisdiction over a party or any of that party’s assets, resources, or business.

1.4.3    Authorised Sub-Processor: those parties listed in the Contract Particulars.

1.4.4    Bribery Laws: the Bribery Act 2010, all other applicable UK legislation, statutory instruments, and regulations in relation to bribery or corruption and any similar or equivalent legislation in any other relevant jurisdiction.

1.4.5    Business Day: a day other than a Saturday, Sunday, public holiday in England, or any day in any year between the 26 December and 1 January inclusive, when banks in London are open for business.

1.4.6    Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in condition 12.5.

1.4.7    Contract: the contract between CSG and the Customer for the provision and use of the Product and, if applicable, the supply of Professional Services.

1the document/s to which these Conditions are attached, sets out material details of any Contract.

1.4.9 Customer: the entity identified as the “Customer” in the Contract Particulars.

1.4.10 Customer Course Content: that e-learning content (including but not limited to text, information, data, images, audio, or video material in any medium or form) created by, or on behalf of, the Customer for the Customer’s use, excluding any software, executable code and/or CSG Course Content.

1.4.11 Customer Data: the data and, if applicable, Customer Course Content or CSG Course Content (if applicable), inputted by the Customer, Licensed Users, or CSG on the Customer’s behalf for the purpose of using the Products and Professional Services or facilitating the Customer’s use of the Products and Professional Services.

1.4.12 Customer Data Breach: any breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, any Customer Data.

1.4.13 Data Controller: has the meaning given to that term (or to the term ‘controller’) in Data Protection Laws. Data Processor: has the meaning given to that term (or to the term ‘processor’) in Data Protection Laws.

1.4.14 Data Protection Laws: all applicable data protection and privacy legislation in force from time to time in the UK including the GDPR; the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended; any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications); and the guidance and codes of practice issued by the relevant data protection or supervisory authority and applicable to a party. Data subject, controller, processor, personal data, personal data breach, processing and appropriate technical and Organisational measures shall bear the meanings given to those terms respectively in the Data Protection Legislation.

1.4.15 Data Subject: has the meaning given to that term in Data Protection Law.

1.4.16 Data Subject Request:  a request is made by a Data Subject to exercise any rights of Data Subjects under Data Protection Laws.

1.4.17 Effective Date: as defined in condition 15.1.

1.4.18 GDPR:  the General Data Protection Regulation (EU) 2016/679.

1.4.19  Initial Term: a period of one year commencing on the Product Commencement Date.

1.4.20 Licensed Users: those employees, agents and independent contractors of the Customer who are authorised by the Customer to use the Product, as further described in condition 2.2.3.

1.4.21 Normal Business Hours: 9.00am to 5.00pm local UK time, each Business Day.

1.4.22 Personal Data: has the meaning given to that term in Data Protection Laws.

1.4.23 CSG Course Content: that e-learning content including but not limited to text, information, data, software, executable code, images, audio, or video material in any medium or form) created by CSG for the Customer’s use.

1.4.24 Product: the e-learning products together with associated support provided by CSG to the Customer under the Contract, as more particularly described in the Product Specification, in the Contract Particulars.

1.4.25 Product Commencement Date: the date from which the parties intend that the Customer may use the Product, as identified in the Contract Particulars.

1.4.26 Product Fees: the fees payable in respect of the Products and Professional Services payable by the Customer to CSG, as set out in the Contract Particulars.

1.4.27 Product Specification: the detailed specification describing the Products to be provided by CSG to the Customer under the Contract, as set out in the Contract Particulars.

1.4.28 Professional Services: additional Products that can include bespoke training, consultancy, assessments, managed Products, configuration, and bespoke training, as selected by the Customer, and provided by CSG to the Customer under the terms of the Contract and as more particularly described in the Professional Services Specification.

1.4.29 Professional Services Commencement Date: the date for the commencement of the Professional Services as specified in the Contract Particulars.

1.4.30 Professional Services Specification: those Professional Services CSG is to provide to the Customer under the Contract, as set out in the Contract Particulars.

1.4.31 Renewal Period: the period described in condition 15.1.

1.4.32 Software: the licensed online software applications provided by CSG as part of the Products.

1.4.33Term: the Initial Term together with any subsequent Renewal Periods.

1.4.35 Terms and Conditions: these terms and conditions will appended to any Contract Particulars.

1.4.36 User Licenses: the user licenses purchased by the Customer pursuant to condition 10.1 which entitle the number of Licensed Users identified in the Contract Particulars to access and use the Products in accordance with the Contract.

1.4.37 Virus: anything or device (including any software, code, file or Program) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any Program or data, including the reliability of any Program or data (whether by re-arranging, altering or erasing the Program or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

CSG eLearning the name of the division with managing the e-learning software and services and the name given to the e-learning product.

1.5   Condition headings shall not affect the interpretation of these Conditions.

1.6   A person includes an individual, corporate, or unincorporated body (whether or not having separate legal personality).

1.7   A reference to a company shall include any company, corporation, or other body corporate, wherever and however incorporated or established.

1.8   Unless the context otherwise requires, words in the singular shall include the plural and, in the plural, shall include the singular.

1.9   Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

1.10 A reference to a statute or statutory provision is a reference to it as it is in force as at the date of the Contract.

1.11   A reference to a statute or statutory provision shall include all subordinate legislation made as at the Effective Date under that statute or statutory provision.

1.12   A reference to writing or written includes faxes and e- mail.

1.13   References to conditions are to the conditions of these Conditions.

1. USER LICENCES

2.1   Subject to the Customer purchasing the User Licenses in accordance with condition 3.3 and condition 10.1, CSG grants to the Customer, a non-exclusive, non-transferable right to use the Products during the Term.

2.2   In relation to the Licensed Users, the Customer undertakes that:

2.2.1   the maximum number of Licensed Users that it authorises to access and use the Products shall not exceed the number of User Licenses it has purchased as set out in the Contract Particulars.

2.2.2   each Licensed User shall keep a secure password for his use of the Products, and each Licensed User shall keep his password confidential; and

2.2.3   it shall maintain a written, up to date list of current Licensed Users and provide such list to CSG within five (5) Business Days of CSG’s reasonable request at any time.

2.3   The Customer shall not, and shall procure that the Licensed User shall not, access, store, distribute or transmit any Viruses, or any material (including Customer Course Content or CSG Course Content, if applicable) during the course of its use of the Products, that:

2.3.1   is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethically offensive.

2.3.2   facilitates illegal activity.

2.3.3   depicts sexually explicit images.

2.3.4   promotes unlawful violence.

2.3.5   is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or

2.3.6   is otherwise illegal or causes damage or injury to any person or property.

and CSG reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer’s access to any material that breaches the provisions of this condition.

2.4   The Customer shall not,

2.4.1   except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:

1. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software in any form or media or by any means; or
2. attempt to reverse compile, disassemble, reverse engineer, or otherwise reduce to human- perceivable form all or any part of the Software; or

2.4.2   access all or any part of the Products in order to build a product or Product which competes with the Products; and

2.4.3   subject to condition 25.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Products (including derivative works of the same) or, without our prior written consent, Customer Course Content and CSG Course Content, available to any third party except the Licensed Users.

2.5   The Customer shall use all reasonable endeavors to prevent any unauthorised access to, or use of, the Products and, in the event of any such unauthorised access or use, promptly notify CSG.

2.6   The rights provided under this condition 2 are granted to the Customer only, but shall include any subsidiary, holding company, or associate of the Customer, with the prior written consent of CSG.

3. ADDITIONAL USER LICENCES

3.1   Subject to condition 3.2 and condition 3.3, the Customer may, from time to time during the Term, purchase additional User Licenses. If the purchase is in excess of the number User Licenses set out in the Contract Particulars, CSG shall grant access to the Products to such additional Licensed Users in accordance with the provisions of the Contract.

3.2   If the Customer wishes to purchase additional User Licenses, the Customer shall notify the CSG eLearning Manager.

3.3   If CSG approves the Customer’s request to purchase additional User Licenses, the Customer shall, within 30 days of the date of CSG’s invoice, pay to CSG the relevant fees for such additional User Licenses.

4. PRODUCTS AND MAINTENANCE

4.1   CSG shall, during the Term, provide the Products and Professional Services on and subject to the terms of the Contract.

4.2   CSG shall, as part of the Products, provide the Customer with CSG’s maintenance support services during Normal Business Hours. Telephone support is available on 01242 323864 or email [email protected].

4.3   CSG shall use all reasonable endeavors to respond to support issues within 4 hours of notification by the Customer or its Licensed Users.

4.4   CSG shall prioritise support issues according to their urgency and severity following a discussion with the Customer.

4.5   CSG shall notify the Customer of any planned maintenance and shall use all reasonable endeavors to give the Customer at least 5 Normal Business Hours’ notice of unscheduled maintenance.

4.6   If CSG carries out maintenance outside of Normal Business Hours at the request of the Customer, CSG shall be entitled to charge the Customer for such maintenance in accordance with CSG’s standard service charges.

4.7   Unless specifically included within the Products supplied, the Customer is responsible for the costs of any required third-party software upgrades.

5. PROFESSIONAL SERVICES

5.1   Where the Customer requests Professional Services, CSG shall provide the same in accordance with the provisions of this condition 5 (Professional Services) and the Professional Services Specification, which shall apply to the Professional Services.

5.2   All other provisions of the Contract shall apply to the Professional Services save where there is any conflict between them and the provisions of this condition 5 and the Professional Services Specification, in which case the provisions of this condition 5 and the Professional Services Specification shall take priority.

5.3   CSG shall:

5.3.1   provide the Professional Services to the Customer from the Professional Services Commencement Date and for the duration specified in the Professional Services Specification.

5.3.2   use reasonable endeavors to provide the Professional Services, and to deliver the deliverables to the Customer, in accordance with the Professional Services Specification in all material respects.

5.3.3   use reasonable endeavors to meet any performance dates specified in the Professional Services Specification, but any such dates shall be estimates only and time for performance by CSG shall not be of the essence of the Contract; and

5.3.4   use reasonable endeavors to observe all health and safety rules and regulations and any other reasonable security requirements that apply at the Customer’s premises and that have been communicated to it under condition 5.4.5, provided that it shall not be liable under the Contract if, as a result of such observation, it is in breach of any of its obligations under the Contract.

5.4   The Customer shall:

5.4.1   Co-operate with CSG in all matters relating to the Professional Services.

5.4.2   provide, for CSG, its agents, subcontractors, consultants, and employees, in a timely manner and at no charge, access to the Customer’s premises, office accommodation, data and other facilities as reasonably required by CSG or any of them.

5.4.3   provide, in a timely manner, such input material and other information as CSG may reasonably require and ensure that it is accurate in all material respects.

5.4.4   be responsible (at its own cost) for preparing and maintaining the relevant premises for the supply of the Professional Services.

5.4.5   inform CSG of all health and safety rules and regulations and any other reasonable security requirements that apply at the Customer’s premises;

5.4.6   ensure that all Customer’s Equipment is in good working order and suitable for the purposes for which it is used in relation to the Professional Services and conforms to all relevant United Kingdom standards or requirements.

5.4.7   obtain and maintain all necessary licenses and consents and comply with all relevant legislation in relation to the Professional Services, the use of input material in all cases before the date on which the Professional Services are to start; and

5.5   If CSG’s performance of its obligations under the Contract is prevented or delayed by any act or omission of the Customer, its agents, subcontractors, consultants, or employees, CSG shall not be liable for any costs, charges or losses sustained or incurred by the Customer that arise directly or indirectly from such prevention or delay.

5.6   The Customer shall be liable to pay to , on demand, all reasonable costs, charges or losses sustained or incurred by CSG (including any direct, indirect or consequential losses, loss of profit and loss of reputation, loss or damage to property and those arising from injury to or death of any person and loss of opportunity to deploy resources elsewhere) that arise directly or indirectly from the Customer’s fraud, negligence, failure to perform or delay in the performance of any of its obligations under the Contract, subject to CSG confirming such costs, charges and losses to the Customer in writing.

5.7   The Customer shall not, without the prior written consent of CSG, at any time from the Effective Date to the expiry of 6 months after the termination of the Contract, solicit or entice away from CSG or employ or attempt to employ any person who is, or has been, engaged as an employee, consultant, or subcontractor of CSG in the provision of the Professional Services.

5.8   Any consent given by CSG in accordance with condition 5.7 shall be subject to the Customer paying to CSG a sum equivalent to 20% of the then current annual remuneration of CSG employee, consultant or subcontractor or, if higher, 20% of the annual remuneration to be paid by the Customer to that employee, consultant or subcontractor.

5.9   Change of Control

5.9.1   If either party wishes to change the scope or execution of the Professional Services, it shall submit details of the requested change to the other in writing.

5.9.2   If either party requests a change to the scope or execution of the Professional Services, CSG shall, within a reasonable time, provide a written estimate to the Customer of:

• the likely time required to implement the
• any necessary variations to CSG’s charges arising from the change.
• the likely effect of the change on the Professional Services Specification.
• the changes to the charges for the Professional Services; and
• any other impact of the change on the

5.9.3   If the Customer wishes CSG to proceed with the change, CSG has no obligation to do so unless and until the parties have agreed the necessary variations to its charges, the Professional Services, the relevant Professional Services Specification and any other relevant terms of the Contract to take account of the change and the Contract has been varied in accordance with condition 20.

5.9.4   Notwithstanding condition 5.9.3, CSG may, from time to time and without notice, change the Professional Services in order to comply with any applicable safety or statutory requirements, provided that such changes do not materially affect the nature, scope of, or the charges for the Professional Services.

5.9.5   CSG may charge for the time it spends assessing a request for change from the Customer on a time and materials basis in accordance with condition 5.10.

5.10   Charges and payment

5.10.1   In consideration of the provision of the Professional Services by CSG, the Customer shall pay the charges as set out in the Professional Services Specification, which shall specify whether they shall be on a time and materials basis, a fixed price basis or a combination of both. Condition 5.10.2 shall apply if CSG provides Professional Services on a time and materials basis and condition 5.10.3 shall apply if CSG provides Professional Services for a fixed price. The remainder of this condition 5.10 shall apply in either case.

5.10.2   Time & Materials

(a)    Where Professional Services are provided on a time and materials basis:

1. the charges payable for the Professional Services shall be calculated in accordance with CSG’s standard daily fee rates.
2. CSG’s standard daily fee rates for each individual person are calculated on the basis of a seven and a half -hour day, worked between Normal Business Hours.

iii.   CSG shall ensure that every individual whom it engages on the Professional Services completes time sheets recording time spent on the Professional Services, and CSG shall use such time sheets to calculate the charges covered by each monthly invoice referred to in condition 5.10.2(a)(iv); and

5. CSG shall invoice the Customer monthly in arrears for its charges for time, expenses and materials (together with VAT where appropriate) for the month concerned, calculated as provided in this condition 5.10.2 and condition 5.10.4.

(b)   CSG reserves the right to charge the Customer if CSG’s performance of its obligations under the Contract is prevented or delayed by any act or omission of the Customer, including without limitation to the Customer’s obligation under condition 5.4.3.

5.10.3   Fixed Fee

Where Professional Services are provided for a fixed price, the total price for the Professional Services shall be the amount set out in the Professional Services Specification. The Customer shall pay the total price to CSG (without deduction or set-off) in instalments, as set out in the Professional Services Specification. At the end of a period specified in the Professional Services Specification in respect of which an instalment is due, CSG shall invoice the Customer for the charges that are then payable, together with expenses, the costs of materials and VAT, where appropriate, calculated as provided in condition 5.10.4.

5.10.4   Any fixed price and daily rate contained in the Professional Services Specification excludes:

(a)   the cost of hotel, subsistence, travelling and any other ancillary expenses reasonably incurred by the individuals whom CSG engages in connection with the Professional Services, the cost of any materials and the cost of Professional Services reasonably and properly provided by third parties and required by CSG for the supply of the Professional Services. Such expenses, materials and third-party Professional Services shall be invoiced by CSG; and

(b)   any other expenses or disbursements that CSG incurs that are deemed to be excluded from the fixed price and daily rate.

6. CUSTOMER DATA

6.1   The Customer shall own all right, title, and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy, and quality of the Customer Data.

6.2   CSG shall, in providing the Products and Professional Services, comply with its Information Security and Data Protection Policy relating to the privacy and security of the Customer Data available at the Customer’s request, as such document may be amended from time to time by CSG in its sole discretion.

6.3   The parties agree that, in respect of the Customer Data, the Customer shall be the Data Controller and CSG shall be a Data Processor and shall process the Customer Data in compliance with the obligations of Data Processors under Data Protection Laws.

6.4   The Customer warrants, represents and undertakes, that:

6.4.1   all data sourced by the Customer shall comply in all respects, including in terms of its collection, storage, and processing (which shall include the Customer providing all of the required fair processing information to, and obtaining all necessary consents from, Data Subjects), with Data Protection Laws; and

6.4.2   all instructions given by it to CSG in respect of Personal Data shall at all times be in accordance with Data Protection Laws.

6.5   CSG, as Data Processor, shall:

6.5.1   inform the Customer if CSG becomes aware of any instruction that, in the CSG’s opinion, infringes Data Protection Laws, provided that to the maximum extent permitted by mandatory law, CSG shall have no liability howsoever arising (whether in contract, tort (including negligence) or otherwise) for any losses, costs, expenses or liabilities arising from or in connection with any processing in accordance with the Customer’s Processing Instructions following the Customer’s receipt of that information.

6.5.2   implement and maintain at its own cost and expense, technical and Organisational measures, taking into account the nature of the processing, to assist the Customer insofar as is possible in the fulfilment of the Customer’s obligations to respond to Data Subject Requests relating to Customer Data.

6.5.3   refer all Data Subject Requests it receives to the Customer within five Business Days of receipt of the request.

6.5.4   maintain, in accordance with Data Protection Laws binding on CSG, written records of all categories of processing activities carried out on behalf of the Customer.

6.5.5   subject to condition 6.6.1, ensure that all persons authorised by CSG to process Customer Data are subject to a binding written contractual obligation to keep the Customer Data confidential (except where disclosure is required in accordance with Applicable Law, in which case CSG shall, where practicable and not prohibited by Applicable Law, notify the Customer of any such requirement before such disclosure);

6.5.6   ensure that each Authorised Sub-Processor shall to the extent applicable, be subject to conditions substantially no less onerous to those conditions contained within this condition 6; in accordance with Data Protection Laws, make available to the Customer such information as is reasonably necessary to demonstrate CSG’s compliance with the obligations of Data Processors under Data Protection Laws, and allow for and contribute to audits, including inspections, by the Customer (or another auditor mandated by the Customer) for this purpose, subject to the Customer giving CSG reasonable prior notice of such information request;

6.5.7   notify the Customer (for which email shall suffice) if CSG adds or removes any Authorised Sub- Processors at least ten (10) days prior to any such change. The Customer acknowledges and agrees that CSG may object in writing to an appointment of a new Authorised Sub-Processor within five (5) calendar days of such notice. In such event, the parties shall discuss such concerns in good faith with a view to achieving resolution. If this is not possible, the Customer may suspend or terminate the Contract (without prejudice to any fees incurred by the Customer prior to suspension or termination).

6.5.8   in respect of any Personal Data Breach, CSG shall, without undue delay:

(a)   notify the Customer of any Customer Data Breach; and

(a)   provide the Customer with details of the Customer Data Breach; and

6.5.9   CSG shall either delete or return all the Customer Data to the Customer in such form as the Customer reasonably requests within a reasonable time once processing by CSG of any Customer Data is no longer required for the purpose of CSG’s performance of its relevant obligations under the Contract.

6.6   The processing of Personal Data by CSG to be carried out in accordance with the change control procedure in condition 5.9 and shall comprise the information contained in the Contract Particulars, and may be updated from time to time in accordance with any change control procedure in condition 5.9.

6.7   CSG shall not:

6.7.1   With the exception of the Authorised Sub-Processors, engage any other party (a ‘Sub-Processor’) for carrying out any processing activities in respect of the Customer Data without the Customer’s written Authorisation authorizing the appointment of that specific Sub-Processor; or

6.7.2   transfer or store any personal data outside the EEA or the country where the Customer and the Licensed Users are located in order to carry out the Products and Professional Services and CSG’s other obligations under the Contract.

6.8   The Customer shall ensure that the Customer is entitled to transfer the relevant personal data to CSG so that CSG may lawfully use, process, and transfer the personal data in accordance with the Contract on the Customer’s behalf.

6.9   The Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable Data Protection Laws.

6.10 Each party shall take appropriate technical and Organisational measures against unauthorised or unlawful processing of Customer Data or any personal data or its accidental loss, destruction, or damage.

7. CSG’S OBLIGATIONS

7.1   CSG undertakes that the Products and Professional Services will be performed in accordance with the Contract and with reasonable skill and care.

7.2   The undertaking at condition 7.1 shall not apply to the extent of any non-conformance which is caused by use of the Products contrary to CSG’s instructions, or modification or alteration of the Products by any party other than CSG or CSG’s duly authorised contractors or agents.

7.3   Notwithstanding the foregoing, CSG does not warrant that the Customer’s use of the Products will be uninterrupted or error-free and the Customer acknowledges that the Products may be subject to limitations, delays, and other problems inherent in the use of such communications facilities.

7.4   Nothing in the Contract shall prevent CSG from entering into similar agreements with third parties, or from independently developing, using, selling, or licensing documentation, and/or Products which are similar to those provided under the Contract.

7. WARRANTIES

8.1   CSG warrants and represents that:

8.2   it has and will maintain all necessary licenses, consents, and permissions necessary for the performance of its obligations under the Contract.

8.2.1   it will perform its obligations under the Contract within a reasonable time and in a reliable and professional manner, in conformity with good industry practice, by a sufficient number of competent personnel with appropriate skills, qualifications and experience and has, and will at all times have, the ability and capacity to meet such requirements; and

8.2.2   it is in compliance with and will perform its obligations under the Contract in compliance with, all applicable law and regulations.

9. CUSTOMER’S OBLIGATIONS

9.1   The Customer shall:

9.1.1   provide CSG with:

(a)   all reasonable assistance necessary co-operation in relation to the Contract; and

(b)   all reasonable assistance necessary access to such information as may be required by CSG.

in order to provide the Products and Professional Services, including but not limited to Customer Data, security access information and maintenance Products.

9.1.2   comply with all applicable laws and regulations with respect to its activities under any Contract.

9.1.3   carry out all other Customer responsibilities set out in the Contract in a timely and efficient manner. In the event of any delays in the Customer’s provision of such assistance as agreed by the parties, CSG may adjust any agreed timetable or delivery schedule as reasonably necessary.

9.1.4   ensure that the Licensed Users use the CSG Products in accordance with the terms of the Contract and shall be responsible for any Licensed User’s breach of the Contract.

9.1.5   obtain and shall maintain all necessary licenses, consents, and permissions necessary for CSG, its contractors and agents to perform their obligations under the Contract, including without limitation the Products and Professional Services.

9.1.6   ensure that its network and systems comply with the relevant specifications provided by CSG from time to time; and

9.1.7   be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to CSG’s data centers, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer’s network connections or telecommunications links or caused by the internet.

10. CHARGES AND PAYMENT

10.1   The Customer shall pay the Product Fees to CSG for the Products and Professional Services in accordance with this condition 10 and the Contract Particulars.

10.2   CSG shall invoice the Customer on or before the Product Commencement Date for the Product Fees payable in respect of the Initial Term and subject to condition 15.1. After the Initial Term, CSG shall invoice the Customer at least thirty (30) days prior to each anniversary of the Product Commencement Date for the Product Fees payable in respect of the next Renewal Period.

10.3   The Customer shall pay each invoice for Product Fees and Professional Services charges and any other amounts invoiced within 30 days after the date of such invoice and no payment shall be deemed to have been received until CSG has received cleared funds from the Customer.

10.4    If CSG has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of CSG:

10.4.1   CSG may, without liability to the Customer, disable the Customer’s password, account and access to all or part of the Products and CSG shall be under no obligation to provide any or all of the Products or Professional Services while the invoice(s) concerned remain unpaid; and

10.4.2   CSG may suspend all Professional Services until payment has been made in full; and

10.4.3   interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% over the then current base lending rate of Barclays Bank Plc, commencing on the due date and continuing until fully paid.

10.5   All amounts and fees stated or referred to in the Contract shall be payable in pounds sterling and are exclusive of value added tax, which shall be added to CSG’s invoice(s) at the appropriate rate.

10.6   CSG shall be entitled to increase the Product Fees and the fees payable in respect of the additional User Licenses purchased pursuant to condition 3.3 at the start of each Renewal Period upon 90 days’ prior notice to the Customer and the Contract Particulars shall be deemed to have been amended accordingly.

10.7   All sums payable to CSG under the Contract shall become due immediately on its termination, despite any other provision. This condition 10.7 is without prejudice to any right to claim for interest under the law, or any such right under the Contract.

All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

11. INTELLECTUAL PROPERTY RIGHTS

11.1   The Customer acknowledges and agrees that CSG and/or its licensors own all intellectual property rights in the Products, Professional Services, CSG Course Content and Software.

11.2   The Contract does not grant the Customer any rights to, or in, patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licenses in respect of the Products, Professional Services or Software.

11.3   Unless otherwise agreed in writing, as between the Customer and CSG, all intellectual property rights and all other rights in the deliverables produced pursuant to the Professional Services shall be owned by CSG. Subject to condition 10.2, CSG licenses all such rights to the Customer free of charge and on a non-exclusive, worldwide basis to such extent as is necessary to enable the Customer to make reasonable use of the deliverables and the Professional Services. If the Contract is terminated, this license will automatically terminate.

11.4   CSG confirms that it has all the rights in relation to the Products, Professional Services, CSG Course Content and the Software that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of the Contract.

11.4.1   the Customer Shall not retain ownership of al CSG intellectual property rights in the Customer Course Content.

11.4.2   warrant that the creation and use of the Customer Course Content, and/or the configuration of the CSG Course Content, by CSG shall not infringe the rights, including any intellectual property rights, of any third party; and

11.4.3   shall indemnify CSG in full against all liabilities, costs, expenses, damages and losses (including all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by CSG arising out of or in connection with any claim brought against CSG for actual or alleged infringement of a third party’s intellectual property rights arising out of, or in connection with, the receipt or use of the CSG Course Content by CSG or the creation of the Customer Course Content by the Customer.

12. CONFIDENTIALITY

12.1   Each party may be given access to Confidential Information from the other party in order to perform its obligations under the Contract. A party’s Confidential Information shall not be deemed to include information that:

12.1.1   is or becomes publicly known other than through any act or omission of the receiving party.

12.1.2   was in the other party’s lawful possession before the disclosure.

12.1.3   is lawfully disclosed to the receiving party by a third party without restriction on disclosure.

12.1.4   is independently developed by the receiving party, which independent development can be shown by written evidence; or

12.1.5   is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.

12.2   Each party shall hold the other’s Confidential Information in confidence and, unless required by law, not make the other’s Confidential Information available to any third party or use the other’s Confidential Information for any purpose other than the implementation of the Contract.

12.3   Each party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of the Contract.

12.4   Neither party shall be responsible for any loss, destruction, alteration, or disclosure of Confidential Information caused by any third party.

12.5   The Customer acknowledges that details of the Products and Professional Services, and the results of any performance tests of the Products, constitute CSG’s Confidential Information.

12.6   CSG acknowledges that the Customer Data is the Confidential Information of the Customer.

12.7   This condition 12 shall survive termination of any Contract, however arising.

12.8   No party shall make, or permit any person to make, any public announcement concerning the Contract without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.

13. INDEMNITY

13.1   The Customer shall defend, indemnify, and hold harmless CSG against claims, actions, proceedings, losses, damages, expenses, and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer’s use of the Products, Professional Services, CSG Course Content, Customer Course Content and Software, provided that:

13.1.1   the Customer is given prompt notice of any such claim.

13.1.2   CSG provides reasonable co-operation to the Customer in the defense and settlement of such claim, at the Customer’s expense; and

13.1.3   the Customer is given sole authority to defend or settle the claim.

13.2   CSG shall defend the Customer, its officers, directors, and employees against any claim that the Products, Professional Services or Software infringes any United Kingdom patent effective as of the Effective Date, copyright, trademark, database right or right of confidentiality, and shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims, provided that:

13.2.1   CSG is given prompt notice of any such claim;

13.2.2   the Customer provides reasonable co-operation to CSG in the defense and settlement of such claim, at CSG’s expense; and

13.2.3   CSG is given sole authority to defend or settle the claim.

13.3   In the defense or settlement of any claim, CSG may procure the right for the Customer to continue using the Products or Professional Services, replace or modify the Products or Professional Services so that they become non-infringing or, if such remedies are not reasonably available, terminate the Contract on two (2) Business Days’ notice to the Customer without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer.

13.4   In no event shall CSG, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on:

13.4.1   a modification of the Products or Software by anyone other than CSG; or

13.4.2   the Customer’s use of the Products, Professional Services or Software in a manner contrary to the instructions given to the Customer by CSG; or

13.4.3   the Customer’s use of the Products or Software after notice of the alleged or actual infringement from CSG or any appropriate authority.

14. LIMITATION OF LIABILITY

14.1   This condition 14 sets out the entire financial liability of CSG (including any liability for the acts or omissions of its employees, agents, and sub- contractors) to the Customer:

14.1.1   arising under or in connection with the Contract.

14.1.2   in respect of any use made by the Customer of the Products, Professional Services and Software or any part of them; and

14.1.3   in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with the Contract.

14.2   Nothing in the Contract excludes the liability of CSG:

14.2.1   for death or personal injury caused by CSG’s negligence; or

14.2.2   for fraud or fraudulent misrepresentation.

14.3   Subject to condition 14.2:

14.3.1   CSG shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect, or consequential loss, costs, damages, charges, or expenses however arising under the Contract; and

14.3.2   CSG’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the total sums paid to CSG during the 12 months immediately preceding the date on which the claim arose.

15. TERM AND TERMINATION

15.1   The Contract shall commence on the date when the Contract Particulars have been signed by both parties or, if signed on two different dates, the later of those dates (Effective Date) and shall continue for the Initial Term and shall be automatically renewed for successive periods of 12 months (each a Renewal Period), unless:

15.1.1   either party notifies the other party of termination, in writing, at least 90 days before the end of the Initial Term or 30 days before the end of any Renewal Period, in which case the Contract shall terminate upon the expiry of the applicable Initial Term or Renewal Period: or

15.1.2   otherwise terminated earlier in accordance with the provisions of the Contract.

15.2   Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:

15.2.1   the other party fails to pay any amount due under the Contract on the due date for payment and remains in default not less than fourteen (14) days after being notified in writing to make such payment.

15.2.2   the other party commits a material breach of any other term of the Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period 30 days after being notified in writing to do so.

15.2.3   the other party repeatedly breaches any of the terms of the 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 the Contract.

15.2.4   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 is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986.

15.2.5   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 other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party.

15.2.6   an application is made to court, or 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.

15.2.7   the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver.

15.2.8   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.

15.2.9   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 14 days.

15.2.10   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 condition 15.2.4 to condition 15.2.9 (inclusive); or

15.2.11   the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.

15.3   On termination of the Contract for any reason:

15.3.1   all licenses granted under the Contract shall immediately terminate.

15.3.2   each party shall return and make no further use of any equipment, property, information, and other items (and all copies of them) belonging to the other party.

15.3.3   CSG may destroy or otherwise dispose of any of the Customer Data in its possession unless CSG receives, no later than 10 Business Days after the effective date of the termination of the Contract, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. CSG shall use reasonable commercial endeavors to deliver the back-up to the Customer within 30 days of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination);

15.3.4   and any rights, remedies, obligations, or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination shall not be affected or prejudiced.

16. ANTI-BRIBERY

16.1   For the purposes of this condition 16 the expressions ‘adequate procedures’ and ‘associated with’ shall be construed in accordance with the Bribery Act 2010 and legislation or guidance published under it.

16.2   Each party shall comply with applicable Bribery Laws including ensuring that it has in place adequate procedures to prevent bribery and use all reasonable endeavors to ensure that:

16.2.1   all of that party’s personnel.

16.2.2   all others associated with that party; and

16.2.3   all of that party’s subcontractors.  Involved in performing the Contract so comply.

16.2.4   Without limitation to condition 16.2, neither party shall make or receive any bribe (as defined in the Bribery Act 2010) or other improper payment or allow any such to be made or received on its behalf, either in the United Kingdom or elsewhere and shall implement and maintain adequate procedures to ensure that such bribes or payments are not made or received directly or indirectly on its behalf.

16.3   Each party shall immediately notify the other as soon as it becomes aware of a breach or possible breach of any of the requirements in this condition 16.

17. ANTI-SLAVERY

17.1   CSG undertakes, warrants, and represents that:

17.1.1   neither CSG nor any of its officers, employees, agents, or subcontractors has:

17.1.2   committed an offence under Anti-Slavery Laws (a Slavery Offence); or

17.1.3   been notified that it is subject to an investigation relating to an alleged Slavery Offence or prosecution under Anti-Slavery Laws; or

17.1.4   is aware if any circumstances within its supply chain that could give rise to an investigation relating to an alleged Slavery Offence or prosecution under the Anti-Slavery Laws.

17.1.5   it shall comply with Anti-Slavery Laws and the Customer’s anti-slavery and human trafficking policy in force and notified to CSG from time to time; and

17.1.6   it shall notify the Customer immediately in writing if it becomes aware or has reason to believe that it, or any of its officers, employees, agents or subcontractors have breached or potentially breached any of CSG’s obligations under condition 17.1. Such notice to set out full details of the circumstances concerning the breach or potential breach of CSG’s obligations.

17.2   Any breach of condition 17.1 by CSG shall be deemed a material breach of the Contract and shall entitle the Customer to terminate the Contract with immediate effect.

18. FORCE MAJEURE

Neither party shall have liability to the other party under the Contract if it is prevented from or delayed in performing its obligations under the Contract, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes, failure of a utility Product or transport or telecommunications 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 sub- contractors. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations, provided that if the period of delay or non-performance continues for 6 months, the party not affected may terminate the Contract by giving 30 days’ written notice to the other party.

19. CONFLICT

If there is any inconsistency between any of the provisions in these Conditions and the Contract Particulars, the provisions in the Contract Particulars shall prevail.

20. VARIATION

No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

21. WAIVER

No failure or delay by a party to exercise 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 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.

22. RIGHTS AND REMEDIES

Except as expressly provided in the Contract, the rights and remedies provided under the Contract are in addition to, and not exclusive of, any rights or remedies provided by law.

23. SEVERANCE

23.1   If any provision (or part of a provision) of the Contract is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable, or illegal, the other provisions shall remain in force.

23.2   If any invalid, unenforceable or illegal provision would be valid, enforceable, or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

24. ENTIRE AGREEMENT

24.1   The Contract, and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.

24.2   Each of the parties acknowledges and agrees that in entering into the Contract it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to the Contract or not) relating to the subject matter of the Contract, other than as expressly set out in the Contract.

25. ASSIGNMENT

25.1   The Customer shall not, without the prior written consent of CSG, assign, transfer, charge, sub- contract, or deal in any other manner with all or any of its rights or obligations under the Contract.

25.2   Subject to condition 6, CSG may at any time assign, transfer, charge, sub-contract, or deal in any other manner with all or any of its rights or obligations under the Contract.

26. NO PARTNERSHIP OR AGENCY

Nothing in the Contract is intended to or shall operate to create a partnership between the parties, or authorise either party to act as an agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

27. THIRD PARTY RIGHTS

The Contract does not confer any rights on any person or party (other than the parties to the Contract and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

28. NOTICES

28.1    Any notice required to be given under the Contract shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its address set out in the Contract Particulars, or such other address as may have been notified by that party for such purposes or sent by fax to the other party’s fax number as set out in the Contract.

28.2    A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by fax or email shall be deemed to have been received at the time of transmission (as shown by the timed printout obtained by the sender or on the email header) and shall be followed up by a copy sent by recorded delivery post.

28.3   This condition does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.

29. GOVERNING LAW

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 the law of England and Wales.

30. 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 the Contract or its subject matter or formation (including non-contractual disputes or claims).

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CONSULTANCY T&Cs

1. Application

1.1  These Terms and Conditions shall apply to the provision of Services by the Consultant to the Client.

1.2   In the event of conflict between these Terms and Conditions and any other terms and conditions (of the Client or otherwise), the former shall prevail unless expressly otherwise agreed by the Consultant in writing.

2. Definitions and Interpretation

2.1  In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:

2.2   Unless the context otherwise requires, each reference in these Terms and Conditions to:

2.2.1  “writing”, and any cognate expression, includes a reference to any communication effected by electronic or facsimile transmission or similar means;

2.2.2  a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;

2.2.3  “these Terms and Conditions” is a reference to these Terms and Conditions and each of the Schedules as amended or supplemented at the relevant time;

2.2.4  a Schedule is a schedule to these Terms and Conditions;

2.2.5  a Clause or paragraph is a reference to a Clause of these Terms and Conditions (other than the Schedules) or a paragraph of the relevant Schedule; and

2.2.6  a “Party” or the “Parties” refer to the parties to these Terms and Conditions.

2.3   The headings used in these Terms and Conditions are for convenience only and shall have no effect upon the interpretation of these Terms and Conditions.

2.4   Words imparting the singular number shall include the plural and vice versa.

2.5   References to any gender shall include the other gender.

3. Consultant’s Obligations

3.1   With effect from the Commencement Date until any termination under Clause 8 the Consultant shall, in consideration of the Fees being paid in accordance with the terms of payment, provide the Services expressly identified in the Proposal, or otherwise agreed under these Terms and Conditions.

3.2   The Consultant will use reasonable care and skill to perform the Services identified in the Proposal or otherwise agreed under these Terms and Conditions.

3.3   The Consultant shall use all reasonable endeavours to complete its obligations under the Proposal. The Parties agree that time will not be of the essence in the performance of these obligations.  The Consultant relies on the cooperation of the Client in being able to provide the Services. The Consultant shall not be liable for any deficiencies or inaccuracies in the Services arising from failure by the Client to reasonably cooperate with the Consultant.

3.4   The Individual with be the primary Consultant contact for the Client.  The Consultant has the unfettered authority to change the Individual if necessary or to delegate any obligations to other employees or sub-contractors of the Consultancy but shall, where possible, give reasonable advance notice to the Client of its intention to do so.

4. Client’s Obligations

4.1   The Client shall:

4.1.1  Make freely available to the Consultant access to the Client’s premises, equipment, staff, IT and email systems and documentation for the purposes of the Services;

4.1.2  provide adequate working space and facilities for the Consultant’s staff; and

4.1.3  co-operate with them in all respects to allow the prosecution of the Services.

4.2   The Client shall allow the Consultant the use and interrogate any computer systems necessary to enable it to provide the Services.

4.3   The Client shall take all reasonable precautions to ensure the safety and health of the Consultant’s personnel while such personnel are at the Client’s premises.

5. Price

5.1    The Client agrees to pay the Fees in accordance with Clause 6 and the Proposal.

5.2   The Consultant shall be entitled to recover from the Client its reasonable incidental expenses for materials used and for third party goods and services supplied in connection with the provision of the Services.

5.3   The Client shall pay the Consultant for any

5.3.1  additional services provided by the Consultant that are not specified in the Proposal

5.3.2  additional work required to complete the Services which was not anticipated at the time of the Proposal;

in accordance with the Consultant’s hourly rate in effect at the time of the performance or such other rate as may be agreed. Any such charge for additional services shall be invoiced separately from any Fees due under the Proposal.

5.4   All sums payable by either Party pursuant to these Terms and Conditions are exclusive of any value added or other tax or other taxes on profit, for which that Party shall be additionally liable.

5.5   The Client acknowledges that the nature of the Services may be critical of the business or practices of the Client. The Client recognises that any feedback or report arising from the Services will contain an honest, frank and objective assessment of the material parts of the Client’s business.  No part of the Fees is contingent or conditional upon the positivity or otherwise of the feedback or report.

6. Payment

6.1   All payments required to be made pursuant to these Terms and Conditions by either Party shall be made within 10 days of the date of the relevant invoice, without any set-off, withholding or deduction except such amount (if any) of tax as that party is required to deduct or withhold by law.

6.2   The time of payment shall be of the essence of these terms and conditions. If the Client fails to make any payment on the due date in respect of any sum due under these Terms and Conditions, then the Consultant shall have the right to charge the Client interest on any sum outstanding at the rate of 8% above the base rate of Bank of England from the due date for payment until the date on which the payment is received.

6.3   The Consultant is entitled to recover on an indemnity basis all expenses including legal and collection agent charges incurred in obtaining payment of Fees or expenses from the Client where the Client fails to pay in accordance with clause 6.1

7. Variation and Amendments

7.1   If the Client wishes to vary any details of the Proposal, it must notify the Consultant in writing as soon as is reasonably possible. The Consultant shall use all reasonable endeavours to make any required changes and any additional costs thereby incurred shall be separately invoiced to the Client.

7.2   If, due to circumstances beyond the Consultant’s control, it has to make any change in the arrangements relating to the provision of the Services it shall notify the Client forthwith. The Consultant shall endeavour to keep such changes to a minimum and shall seek to offer the Client arrangements as close to the original arrangements as is reasonably possible in the circumstances.

8. Termination

8.1   The Consultant may terminate the Agreement forthwith if:

8.1.1  the Client is in breach of any of its obligations hereunder;

8.1.2  the Client has entered into liquidation (other than for the purposes of a bona fide amalgamation or reconstruction) whether compulsory or voluntarily or compounds with its creditors generally or has an administrator, administrative receiver or receiver appointed over all or a substantial part of its undertaking or assets;

8.1.3  the Client has become bankrupt or shall be deemed unable to pay its debts by virtue of Section 123 of the Insolvency Act 1986;

8.1.4  the Client ceases or threatens to cease to carry on business; or

8.1.5 the Consultant is delayed in performing or fails to perform any of the Consultant’s obligations due to any cause beyond the Consultant’s reasonable control in circumstances where, having proper regard to the nature and extent of the actual or likely future disruption to the Services due to that cause, it considers that it cannot effectively provide, or any longer provide, the Services.

8.2   In the event of termination under clause 8.1 the Consultant shall retain any sums already paid to it by the Client without prejudice to any other rights that either party may have whether at law or otherwise.

8.3   Save where clause 8.1 applies, the agreement will continue until the provision of the Services is complete as set out in the Proposal or any subsequent date mutually agreed between the parties in writing is reached.

9. Liability

9.1   The Client shall indemnify the Consultant against all damages, costs, claims and expenses suffered by the Consultant arising from loss or damage to any equipment (including that of third parties) caused by the Client, or its agents or employees.

9.2    In no event will the Consultant be liable by reason of any breach by it of any of these Terms and Conditions or breach by it of any implied warranty, condition or other term of the Agreement, or any negligent or innocent misrepresentation, or any negligence or other duty at common law, for any:

9.2.1  loss of or damage to data;

9.2.2  loss of use of data;

9.2.3  loss of use of any hardware or software;

9.2.4  interruption to business;

9.2.5  loss of income or revenue;

9.2.6  loss of profit, contracts, business, business opportunity, or goodwill;

9.2.7  loss of anticipated savings; or

9.2.8 any indirect, special or consequential loss, damage, costs, expenses or other claims, whether or not the same were reasonably foreseeable or actually foreseen

arising from any act or omission of the Consultant in connection with the performance of its obligations under the Agreement.

9.3   Except as provided above in the case of personal injury, death and damage to tangible property, and below as to fraud or fraudulent misrepresentation, the Consultant’s maximum liability to the Client under the Agreement or otherwise for any cause whatsoever (whether in the form of the additional cost of remedial services or otherwise) will be limited to a sum equivalent to the price paid up until the point of claim to the Consultant for the Services that are the subject of the Client’s claim, plus damages limited to 25% of the same amount for any additional costs directly, reasonably and necessarily incurred by the Client  in obtaining alternative products and/or services

9.4   The Parties acknowledge and agree that the limitations contained in this Clause 9 are reasonable in the light of all the circumstances.

9.5  These limitations shall apply cumulatively, and shall apply regardless of the form of action, whether under statute, in contract or tort, including negligence, or any other form of action.

9.6   Nothing in these Terms and Conditions is intended to or will exclude or limit the Consultant’s liability for death or personal injury caused by the Consultant’s negligence, or for fraud or fraudulent misrepresentation by the Consultant.

9.7   For the purposes of this clause, the ‘Consultant’ includes its employees, sub-contractors and suppliers.

9.8   The employees, sub-contractors and suppliers of the Consultant shall all have the benefit of the limits and exclusions of liability set out above in terms of the Contracts (Rights of Third Parties) Act 1999.

10. Confidentiality

10.1   During the term of the Agreement the following obligations shall apply to the Party disclosing Confidential Information (‘the Disclosing Party’) to the other Party (‘the Receiving Party’).

10.2   Subject to sub-Clause 10.3, the Receiving Party:

10.2.1  may not use any Confidential Information of the Disclosing Party for any purpose other than the performance of its obligations under the Agreement;

10.2.2  may not disclose any Confidential Information of the Disclosing Party to any person except with the prior written consent of the Disclosing Party; and

10.2.3shall make every effort to prevent the use or disclosure of the Confidential Information of the Disclosing Party.

10.3   The obligations of confidence referred to in the provisions of this Clause shall not apply to any Confidential Information of the Disclosing Party that:

10.3.1  is in the possession of and is at the free disposal of the Receiving Party or is published or is otherwise in the public domain before its receipt by the Receiving Party;

10.3.2  is or becomes publicly available on a non-confidential basis through no fault of the Receiving Party;

10.3.3  is required to be disclosed by any applicable law or regulation;

10.3.4  is received in good faith by the Receiving Party from a third party who, on reasonable enquiry by the Receiving Party claims to have no obligations of confidence to the Disclosing Party in respect of it and who imposes no obligations of confidence upon the Receiving Party.

10.4   Without prejudice to any other rights or remedies the Disclosing Party may have, the Receiving Party acknowledges and agrees that in the event of breach of this clause the Disclosing Party shall, without proof of special damage, be entitled to an injunction or other equitable remedy for any threatened or actual breach of the provisions of this clause in addition to any damages or other remedies to which it may be entitled.

10.5   The obligations of the Parties under the provisions of this clause shall survive the expiry or the termination of the Agreement for whatever reason.

11. Data Protection

• All personal information that the Consultant may use will be collected, processed, and held in accordance with the provisions of EU Regulation 2016/679 General Data Protection Regulation (“GDPR”) and the Client’s rights under the GDPR.
• For complete details of the Consultant’s collection, processing, storage, and retention of personal data including, but not limited to, the purpose(s) for which personal data is used, the legal basis or bases for using it, details of the Client’s rights and how to exercise them, and personal data sharing (where applicable), please refer to the Consultant’s Privacy Notice.

11. Sub-Contracting and Assignment

12.1  The Consultant may sub-contract to third parties all or any part of the Services to be carried out under the Agreement.

12.2  The Client shall not assign to a third party any or all of its rights or obligations under the Agreement without the prior written consent of the Consultant.

13. Force Majeure

Neither Party to the Agreement shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party. Such causes include, but are not limited to: power failure, Internet Service Consultant failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the Party in question.

14. Waiver

14.1   No waiver by the Consultant of any breach of these Terms and Conditions by the Client shall be considered as a waiver of any subsequent breach of the same or any other provision. A waiver of any term, provision or condition of these Terms and Conditions shall be effective only if given in writing and signed by the waiving party and then only in the instance and for the purpose for which any waiver is given.

14.2   No failure or delay on the part of any Party in exercising any right, power or privilege under these Terms and Conditions shall operate as a waiver of, nor shall any single or partial exercise of any such right, power or privilege preclude any other or further exercise of or the exercise of any other right, power or privilege.

15. Severance

If any provision of these Terms and Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Terms and Conditions and the remainder of the provision in question shall not be affected thereby.

16. Notices

16.1   All notices under these Terms and Conditions shall be in writing and be deemed duly given if signed by, or on behalf of, a duly authorised officer of the Party giving the notice.

16.2   Notices shall be deemed to have been duly given:

16.2.1  when delivered, if delivered by courier or other messenger (including recorded delivery mail) during normal business hours of the recipient; or

16.2.2  when sent, if transmitted by e-mail and a successful transmission report or return receipt is generated; or

16.2.3  on the fifth business day following mailing, if mailed by national ordinary mail, postage prepaid;

in each case addressed to the most recent address or e-mail address notified to the other Party.

16.3  Service of any document for the purposes of any legal proceedings concerning or arising out of the Agreement shall be effected by either Party by causing such document to be delivered to the other Party at its registered or principal office, or to such other address as may be notified to one Party by the other Party in writing from time to time.

17. Law and Jurisdiction

17.1   The Agreement shall be governed by the laws of England and Wales.

17.2   [Any dispute between the Parties relating to the Agreement shall fall within the exclusive jurisdiction of the courts of England and Wales.]

TRAINING T&Cs

1. BOOKINGS

1.1   These terms and conditions are between Compliance Standard Group (“CSG”) and the Customer.  They replace any previous terms and conditions of CSG and are the complete and only terms and conditions between the parties. All dealings between CSG and the Customer shall be governed by these terms and conditions, which shall prevail over any other matters. CSG Safety Training is a trading name of Compliance Standard Group.

1.2   These terms and conditions and any Contract formed pursuant to them may be varied provided an authorised representative of CSG confirms any variation in writing.

1.3   A binding Contract will be formed when CSG accept a Customer’s order for training services (the “Contract”).

2. PAYMENTS

2.1   Full course fees must be made in full prior to the commencement of the course unless otherwise agreed with CSG prior to delivery of any training. Certificates to prove completion of the course may be withheld by CSG until full payment has been received.

2.2   No refund shall be given should a delegate fail to attend or complete any course or assessments requirements provided by CSG.

CSG make no guarantee as to a delegate successfully passing any course.  A revised booking form must support any changes to a booking. No changes will be accepted by CSG unless the revised booking form is received by CSG.

2.3   Unless specified, Value Added Tax will not be included in any price and will be charged at the rate in force at the time of quotation.

2.4   All late payments over the agreed time will be subject to “Late Payment of Commercial Debts Act 1998″ (amended 2002), 8% + Bank of England base rate.

2.5   The Customer shall not be entitled to set off or deduct any amount from any invoice unless otherwise agreed by CSG.

3. CANCELLATIONS

3.1   All cancellations must be in writing to CSG and will become effective upon CSG receiving them and are subject to the following charges:

• More than 10 working days but not less than 30 days prior to the commencement date a 50% refund

• Within 10 working days of the commencement date no refund shall be due.

No refund shall be given if a delegate does not attend or is withdrawn during the course, the full course fee shall remain payable.

4. GENERAL

4.1   CSG reserves the right to cancel and/or amend course dates, times, contents and venues. Every effort will be made to give the Customer as much notice as possible and offer a reasonable alternative. If these are not satisfactory, CSG shall refund in full the price of the course. No further compensation will be given.

4.2   All courses run subject to demand and must reach the required minimum numbers for the course to be commercially viable.

4.3   CSG shall not be liable to the Customer by any failure to perform CSG’s obligations under Contract if the failure is due to any cause beyond CSG’s reasonable control.  CSG shall not be liable for any loss suffered by the Customer (except in respect of death or personal injury caused by CSG’s negligence) including loss of profits arising out of performance of the Contract by CSG (or its servants or agents)

4.4   CSG reserves the right to remove or amend any part of its publications or manuals without prior notice or consultation. Whilst every effort has been made to ensure the accuracy of the information contained in the publications and manuals, CSG shall not be liable for any inaccuracies or for any subsequent mistreatment of any person or property, however caused.

4.5   The Customer shall indemnify CSG for any loss or expenses caused as a result of providing inaccurate information to CSG, mistakes contained within the Customers order, changes to the Contract requested by the Customer, the cancellation of the Contract (otherwise than in accordance with paragraph 4) by the Customer or breach of the Contract by the Customer (subject to CSG using all reasonable endeavours to minimise such loss).

4.6   If the Customer becomes bankrupt or enters into liquidation, administration or administrative receivership or has a receiver of any of its assets appointed (or ceases or threats to cease carrying on business) CSG shall be entitled to cancel any outstanding Contract(s) and/or suspends further deliveries or services without liability to the Customer and any sums outstanding shall become immediately due.

4.7   Any dispute that cannot be resolved between parties should be referred to the discretion of a sole arbitrator to be agreed between the parties or, in default of agreement, appointed at the request of either party by the president of the Chartered Institute of Arbitrators. Arbitration shall take place in accordance with the Arbitration Act 1996.

4.8   Any written notice given under these terms and conditions shall be served by either registered post, email or facsimile to the relevant party’s registered/principle office or last known address.

4.9   These terms and conditions shall be governed and construed in accordance with English law and the parties submit to the exclusive jurisdiction of the English Courts. In the event that one or more clauses of these terms and conditions become invalid, illegal or unenforceable, the enforceability of the remaining provisions shall not be affected.