REED LEARNING LIMITED

TERMS AND CONDITIONS FOR THE SUPPLY OF SERVICES AND PRODUCTS (CONTRACT)


1. Parties

1.1 Reed Learning Limited(company number:11359910)is a company registered in England and Wales and our registered office is Academy Court, 94 Chancery Lane, London WC2A 1DT.

1.2 The person or organisation which has purchased our Services.

2. Definitions

2.1 Additional terms and conditions for Professional Qualification Courses/Services: terms and conditions relating to cancellation, transfers, termination, and payment of Professional Qualifications Courses/ Services set out in Schedule 2.

2.2 Charge/Fee: the prices to be paid for the supply of our Services and products as set out in an Order Confirmation/ Booking Confirmation and/or Statement of Work.

2.3 Contract: these terms and conditions that apply to the supply of Services by us to you.

2.4 Course: courses offered as a Service by us.

2.5 Delegate: the person who will be undertaking a Course.

2.6 Event Outside Our Control: any act or event beyond our reasonable control.

2.7 Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trademarks, business names, domain names, rights in get-up, rights in goodwill, the right to sue for passing off, rights in designs, database rights, rights to use, rights to protect the confidentiality of confidential information(including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

2.8 Materials: our materials, equipment, documents, supplies and other property, provided by us to you, both in hard and electronic format.

2.9 Online Access: access to online Services including the Virtual Learning Environment.

2.10 Order/ Booking: an offer by you to buy the Services specified in the Order/Booking subject to the terms and conditions of this Contract.

2.11 Order Confirmation/ Booking Confirmation: our acceptance of your Order/Booking as confirmed by an email which we send to you accepting your Order/ Booking.

2.12 Professional Qualification Courses/Service: any Course to which a qualification is attached.

2.13 Services: Our services and products as set out in Schedule 1 of this Contract.

2.14 Statement of Work Template: The template Statement of Work as set out in Schedule 3.

2.15 Trade Mark: the following trade mark set out in this clause 2.15, () including the listed registrations and applications and any registrations granted pursuant to those applications and the related trade marks, devices and get-ups and any registrations of any marks that may be notified in writing by us to you from time to time.

2.16 VLE: virtual learning environment.

2.17 we/our/us: Reed Learning Limited.

2.18 you/your: person or organisation which has purchased the Services.

2.19 Your Default: any failure by you to fulfil any obligation listed in clause 7.1.

3. Our contract with you

3.1 These terms and conditions, the schedules herein, any relevant Confirmation of Order/Booking and Statement of Work arising from this Contract, apply to the exclusion of any other terms or conditions that you seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

3.2 The Contract is the entire agreement between you and us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty that is not set out in the Contract.

4. Our Services

4.1 Our Services and products are set out in Schedule 1 of this Contract.

4.2 Any descriptions or illustrations on our site are published for the sole purpose of giving an approximate idea of the Services described in them. They will not form part of the Contract or have any contractual force.

4.3 Subject to our right to amend specifications (see clause 4.4) we will supply the Services to you in accordance with the specification for the Services appearing on our website at the date of your Order/Booking in all material respects.

4.4 We reserve the right to amend the specification of the Services if required by any applicable statutory or regulatory requirement or if the amendment will not materially affect the nature or quality of the Services, and we will notify you in advance of any such amendment.

4.5 We warrant to you that the Services will be provided using reasonable care and skill.

4.6 We will use all reasonable endeavours to meet any performance dates specified in the Order/ Booking Confirmation, but any such dates are estimates only and failure to perform the Services by such dates will not give you the right to terminate the Contract.

5. Placing an order/ making a booking and its acceptance

5.1 You may submit your requests for the supply of our Services: on our website, by calling our Centre Management Team or emailing us.

5.2 Each subsequent Order/Booking is an offer by you to buy the Services specified in the Order/Booking, subject to the terms and conditions of this Contract.

5.3 After you place your Order/Booking, you will receive an email from us acknowledging that we have received it, but please note that this does not mean that your Order/Booking has been accepted. Our acceptance of your Order/Booking will take place as described in Clause 2.11.

5.4 The Contract between you and us will come into existence upon Order Confirmation and shall commence as stated in the Order/Booking Confirmation. The Contract will relate only to those Services confirmed in the Order Confirmation.

5.5 If we are unable to supply you with the Services for any reason, we will inform you of this by email and we will not process your Order/Booking. If you have already paid for the Services, we will refund you the full amount.

6. Cancelling your Order/Booking and obtaining a refund (See Schedule 2 for Professional Qualification services)

6.1 If you are a consumer, you may cancel the Contract, if you notify us as set out in clause 6.3 within 14 days of your receipt of the Order/Booking Confirmation. You cannot cancel the Contract once we have commenced the Services, even if the 14 -day period is still running.

6.2 Your refund will be processed within 30 days of the day you have given notice of cancellation. If any Services have been supplied to you during the cooling off period, we will deduct the fees incurred to cover the costs of Services provided.

6.3 You may cancel your Order/Booking by putting your request in writing to finance@reedlearning.com.

6.4 There may be further cancellation fees associated with specific Services.

7. Your obligations

7.1 It is your responsibility to ensure that:

(a) the terms and conditions of your Order/Booking are complete and accurate;

(b) you cooperate with us in all matters relating to the Services;

(c) you provide us, our employees, agents, consultants and subcontractors, with access to your premises, office accommodation and other facilities as we may reasonably require;

(d) you provide us with such information and Materials that we may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;

(e) you prepare your premises for the supply of the Services;

(f) you obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;

(g) you comply with all applicable laws, including health and safety laws;

(h) you keep all of our Materials, at your premises in safe custody at your own risk;

(i) maintain our Materials in good condition until returned to us;

(j) dispose of or use our Materials in accordance with our written instructions or authorisation; and

(k) you confirm your registration and payment of membership fees due to the relevant awarding bodies (for Delegates on Professional Qualification Courses) remains your obligation.

7.2 If our ability to perform the Services is prevented or delayed by Your Default:

(a) we will be entitled to suspend performance of the Services until you remedy Your Default, and to rely on Your Default to relieve us from the performance of the Services, in each case to the extent which Your Default prevents or delays performance of the Services. In certain circumstances Your Default may entitle us to terminate the Contract under clause 14 (Termination);

(b) we will not be responsible for any costs or losses you sustain or incur arising directly or indirectly from our failure or delay to perform the Services; and

(c) it will be your responsibility to reimburse us on written demand for any costs or losses we sustain or incur arising directly or indirectly from Your Default.

8. Charges /Fees (See Schedule 2 for Professional Qualification Courses/Services)

8.1 In consideration of us providing the Services you must pay our Charges/Fees in accordance with this clause 8.

8.2 If you wish to change the scope of the Services after we accept your Order/Booking, and we agree to such change, we will modify the Charges/Fees accordingly.

8.3 Our Charges/Fees may change from time to time, but changes will not affect any Order/Booking you have already placed.

8.4 Our Charges/Fees are exclusive of VAT. Where VAT is payable in respect of some or all of the Services you must pay us such additional amounts in respect of VAT, at the applicable rate, at the same time as you pay the Charges/Fees.

8.5 Time for payment shall be of the essence of the Contract.

9. How to pay (See Schedule 2 for Professional Qualification Courses/Services)

9.1 Payment for the Services is set out in the Statement of Work.

9.2 You can pay for the Services using a debit card or credit card or by direct bank transfer.

9.3 We will send you an electronic invoice which must be paid within seven days.

9.4 For any amended, failed or cancelled payments, a £175 +VAT administration fee will be levied.

9.5 If you fail to make a payment under the Contract by the due date, then, without limiting our remedies under clause 14 (Termination), you will have to pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 9.5 will accrue each day at 5% per year above the Bank of England's base rate.

9.6 In the event that we need to recover any monies due from you to us (including any pre-issue costs), you will be liable for reimbursement.

10. Intellectual property rights

10.1 All Intellectual Property Rights in or arising out of or in connection with the Services (other than intellectual property rights in any materials provided by you) will be owned by us.

10.2 We agree to grant you a fully paid-up, worldwide, non-exclusive, royalty-free, revocable, limited licence to copy the deliverables specified in your Order/Booking (excluding materials provided by you) for the purpose of receiving and using the Services and such deliverables in your business. You may not sub-license, assign or otherwise transfer the rights granted in this clause 10.2.

10.3 You agree to grant us a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by you to us for the term of the Contract for the purpose of providing the Services to you.

10.4 All Intellectual Property Rights in all our Course Materials belong to and shall remain our property or the property of our licensors. Neither you, nor any other person shall obtain any Intellectual Property Rights in any our or our licensor Course Materials.

10.5 You shall ensure thatour or licensor Course Materials with which you are supplied by us are only made available to and accessed by you and you must not make available, copy, disseminate, sub-license, distribute, sell, publish, broadcast or otherwise supply in any medium any such materials to any third party.

10.6 Where Online access is granted by us, you agree that the licence granted to you to access the content on the VLE shall be personal to you and you should take all reasonable precautions to ensure that your login details are kept secure and not provided to any other party.

10.7 You shall always comply with the rules of the VLE as applicable.

10.8 Upon termination or in circumstances where payment has not been received by us in respect of the Course in full, we may suspend or terminate your Online Access.

10.9 You acknowledge that we own the Trade Marks and that you may not use any of them without prior written permission. You understand that other products, company names and logos mentioned or displayed in the Materials, website or our other content, may be the Trade Marks, service marks or trading names of third parties.

10.10 You shall indemnify us against all liability, loss, damage, costs, and expenses.

11. How we may use your personal information

11.1 We will use any personal information you provide to us to:

(a) provide the Services;

(b) process your payment for the Services; and

(c) inform you about similar products or services that we provide, but you may stop receiving these communications at any time by contacting us.

11.12 We will process your personal information in accordance with our privacy policy, the terms of which are incorporated into this Contract.

12. Limitation of liability:

12.1 This clause 12 sets our total liability to you arising under or in connection with this Contract.

12.2 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:

(a) death or personal injury caused by negligence;

(b) fraud or fraudulent misrepresentation; and

(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

12.3 Subject to clause 12.2, we will not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:

(a) loss of profits;

(b) loss of sales or business;

(c) loss of agreements or contracts;

(d) loss of anticipated savings;

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

(f) loss of or damage to goodwill; and

(g) any indirect, special or consequential loss.

12.4 Subject to clause 12.2, our total liability to you arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will be limited to 100% of the total Charges/Fees paid under the Contract.

12.5 Sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.

12.6 Unless you notify us that you intend to make a claim in respect of an event within the notice period, we shall have no liability for that event. The notice period for an event shall start on the day on which you became aware, or ought reasonably to have become aware, of having grounds to make a claim in respect of the event and shall expire three months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.

12.7 This clause 12 will survive termination of the Contract.

13. Confidentiality

13.1 Each party undertakes that they will not at any time disclose to any person any confidential information concerning one another's business, affairs, customers, clients or suppliers, except as permitted by clause 13.2.

13.2 Each party may disclose the other's confidential information:

(a) to such of their respective employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of exercising our respective rights or carrying out our respective obligations under the Contract. We will each ensure that such employees, officers, representatives, subcontractors or advisers comply with this clause 13; and

(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

13.3 Each party may only use the other's confidential information for the purpose of fulfilling our respective obligations under the Contract.

14. Termination, consequences of termination and survival

14.1 Without limiting any of our other rights, we may suspend the performance of the Services, or terminate the Contract with immediate effect by giving written notice to you if:

(a) you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within 14 days of you being notified in writing to do so;

(b) you fail to pay any amount due under the Contract on the due date for payment;

(c) you take any step or action in connection with you entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of your assets or ceasing to carry on business.

(d) you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or

(e) your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy.

14.2 On termination of the Contract you must return all of our Materials and any deliverables specified in your Order/Booking which have not been fully paid for. Until they have been returned, you will be solely responsible for their safe keeping and must not use them for any purpose unconnected with the Contract.

14.3 Termination of the Contract will not affect your or our rights and remedies that have accrued as at the date of termination.

14.4 Any provision of the Contract that expressly, or by implication, is intended to come into or continue in force on or after termination will remain in full force and effect.

15. Events Outside our Control

15.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by an Event Outside Our Control.

15.2 If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:

(a) we will contact you as soon as it is reasonably possible to notify you; and

(b) our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. We will arrange a new date for performance of the Services with you after the Event Outside Our Control is over.

15.3 You may cancel the Contract affected by an Event Outside Our Control which has continued for more than 60 days. To cancel please contact us. If you opt to cancel, we will refund the price you have paid, less the Charges/Fees reasonably and actually incurred by us in performing the Services up to the date of the occurrence of the Event Outside Our Control.

16. Communications between the parties

16.1 When we refer to "in writing" in this Contract, this includes email.

16.2 Any notice or other communication given under or in connection with the Contract must be in writing and be delivered personally, sent by pre-paid first-class post or other next working day delivery service, or sent by email.

16.3 A notice or other communication is deemed to have been received:

(a) if delivered personally: on signature of a delivery receipt

(b) if sent by pre-paid first-class post or other next working day delivery service: at 9.00 am on the second working day after posting; or

(c) if sent by email: at 9.00 am the next working day after transmission.

16.4 In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.

16.5 The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.

17. Code of conduct

17.1 You shall comply with all reasonable instructions or directions given by us in respect of the Courses, Materials, and our premises and property. You shall not do anything which adversely affects our rights and interests, including but not limited to:

(a) copying, reproducing, modifying, redistributing or in any way commercially exploiting the Courses, Materials, website, VLE or other content (other than as allowed under this Contract);

(b) damaging, interfering with or disrupting access to our website or electronic services or doing anything which may interrupt or impair their functionality;

(c) making available, uploading, or distributing by any means any Material or files that contain any viruses, bugs, corrupt data or any other harmful software;

(d) falsifying the true ownership of the Courses, Materials, website, VLE and other content;

(e) obtaining or attempting to obtain unauthorised access, through whatever means, to the Courses, website, VLE our Services, computer systems, or network, or those belonging to any of our partner organisations; and

(f) setting up links from any website controlled by you to our website or our Services or other content, without our express written permission.

18. General

18.1 We may assign or transfer our rights and obligations under the Contract to another entity but will always notify you by posting on this webpage if this happens. You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.

18.2 Any variation of the Contract only has effect if it is in writing and signed by you and us or our respective authorised representatives.

18.3 If we do not insist that you perform any of your obligations under the Contract, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.

18.4 Each paragraph of these terms and conditions operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.

18.5 The Contract is between you and us. No other person has any rights to enforce any of its terms.

18.6 The Contract is governed by English law and we each irrevocably agree to submit all disputes arising out of or in connection with the Contract to the exclusive jurisdiction of the English courts.

SCHEDULE 1
SERVICES
REED GROUP SERVICES:

Reed Learning offers the following Services and products through various companies of the Reed Group including Reed Business School; Reed.co.uk and Reed.com. These products and services are governed by their own specific terms and conditions which can be found on the respective websites as set out below.


  • Audience: Business & Consumer

  • Product/Service: Professional qualifications

  • Hosting Site: reedbusinessschool.co.uk and reed.com/learning

  • Relevant T&Cs: Reed Learning T&Cs & Statement of work, Reed Business school


  • Audience: Business & Consumer

  • Product/Service: eLearning

  • Hosting Site: reed.co.uk/courses

  • Relevant T&Cs: Reed.co.uk


REED LEARNING SERVICES:

The terms of this Contract apply to the Reed Learning Services and Products that are set out below.

  • Audience: Business

  • Product/Services: Bespoke packages, In-company training, Organisational delivery partners, Graduate programmes

  • Hosting Site: reed.com/learning

  • Relevant T&Cs: Reed Learning T&Cs & Statement of Work


  • Audience: Business & Consumer

  • Product/Service: Executive coaching, Apprenticeships, CIPD

  • Hosting Site: reed.com/learning

  • Relevant T&Cs: Reed Learning T&Cs & Statement of Work


SCHEDULE 2
ADDITIONAL TERMS AND CONDITIONS FOR PROFESSIONAL QUALIFICATIONS
1. Your right to cancel or transfer

1.1 If you are a consumer (self-funding Delegates only), you have a statutory right to a 14-day cooling off period from the date of the signed booking form or email confirmation during which time you may cancel your booking by putting your request in writing to the Centre Manager. Your refund will be processed within 30 days of the day you have given notice of cancellation. If any Services have been supplied to you during the cooling off period, we will deduct the fees incurred to cover up the costs of services provided.

1.2 We reserve the right to charge an administration fee of £ 175.00 plus VAT for any programme transfers. After the 14 days cooling off period, you must pay for the Course you have booked.

1.3 There may be further cancellation fees associated with specific qualifications which will be included in the programme handbook and/or learning contract. Any request to transfer to another Course will be subject to our approval at our absolute and sole discretion.

1.4 Should you wish to transfer:

(a) if the deferred or new Course is of lesser value, the difference will not be refunded; or

(b) if the deferred or new Course is of greater value, you will need to pay the balance.

(c) notice of Course cancellation, deferral or transfer should be sent in accordance with the above.

(d) if the Delegate fails to attend the Course, for whatever reason, the full Course fee is payable.

2. Company Credit transfers

2.1 It is your responsibility to ensure that you and/or the Delegate(s) attend the Course booked within the required timeframe.

2.2 Should the Delegate not be able to make progress with the Course due to mitigating circumstances, we may consider transferring the credit to another delegate that you may wish to put through the programme. The requests will be reviewed on a case-by-case basis.

2.3 The request for credit transfer must be made in writing to the Centre Management Team, within the first 6 months of the programme. We would be unable to accommodate the request after this period.

2.4 We will deduct any incurred costs as per point 1.1.

2.5 The credit must be used against the same or another programme within 6 months of the credit transfer confirmation.

3. Termination or cancellation by us

3.1 We reserve the right to cancel, reschedule or change the location of your Course delivery at any time. We will not be liable for any expenses incurred by you.

3.2 We may terminate this Contract with immediate effect and without refunding the Fee to you if:

(a) you are in breach of these terms and such breach is incapable of remedy; or

(b) you have failed to remedy such breach within seven days of notification; or

(c) in our reasonable opinion, you are abusing the Course, Materials or the VLE, or acting in any way which interferes with our Intellectual Property Rights or damages our reputation.

3.3 In the event of termination or cancellation, you shall upon demand return all Materials which have not been paid for within seven days.

4. Payment terms

4.1 Receipt of a completed booking form instructs us to issue a formal invoice which must be settled within our 30 day payment terms by full payment of the fee or to invoice for the fee in the form of a purchase order by receipt of your employer’s authorisation or written confirmation no later than 15 days before your qualification commences.

4.2 All fees are non-refundable.

4.3 Once an invoice is issued any amendments at your request to the amount or terms will incur an administration fee of £ 175.00 + VAT.

4.4 If we do not receive the fee in accordance with these terms and conditions, we reserve the right to refuse our Services and your registration on to or attendance at the Course.

4.5 We offer interest free monthly instalment payments for self-funding Delegates undertaking qualifications. Any agreement made to accept instalment payments is legally binding. Failure to comply with the payment terms agreed will result in the full outstanding balance of the Fee becoming due immediately. We reserve the right to refuse your attendance and suspend our Services until such time that payment has been received.

4.6 It is your responsibility to ensure that you and/or the Delegate(s) complete the Course booked. You shall be liable to pay the fee even if you do not complete the Course. Any part of the Course already delivered will be invoiced for accordingly.

4.7 We will support qualification Delegates for the duration of their Course in conjunction with the support package available for each qualification – please refer to your Qualification Handbook or Learning Contract for more details or liaise with our team for more information. Once a completion term or learning contract lapses we are no longer contracted to support your Course and if you wish to continue a contract extension fee will be charged. Each extension fee is determined on an individual basis and is dependent upon how much of your qualification is left to complete. Please contact us for further details.