Railway Training Courses - PTS Training Railway Training Courses - PTS Training

TERMS AND CONDITIONS
1. DEFINITIONS AND INTERPRETATIONS

The following definitions and rules of interpretation apply in these Terms and
Conditions.
1.1 Definitions:
“Agreement” means the agreement between the Client and us for the supply of any
Services in accordance with these Terms;
“Anti-Bribery Law” means the Bribery Act 2010 and all other applicable anti-bribery laws
and regulations;
“Anti-Slavery and Human Trafficking Law” means the Modern Slavery Act 2015 and all
other applicable anti-slavery and human trafficking laws and regulations;
“Booking” means an agreed booking for the supply of any Services in accordance with
the booking process set out in clause 3;
“Business Day” means a day other than a Saturday, Sunday or public holiday in England,
when banks in London are open for business;
“City & Guilds Group” means The City and Guilds of London Institute, a body
incorporated by Royal Charter and registered as a charity in England, Wales (Reg. No.
312832) and in Scotland (Reg. No. SC039576), any company which is a subsidiary,
holding company or ultimate holding company of The City and Guilds of London Institute,
any company which is a subsidiary of any such subsidiary, holding company or ultimate
company, and which includes Intertrain;
“Client” means the person who makes a Provisional Booking and/or a Booking or on
whose behalf a Provisional Booking and/or a Booking is made (as applicable);
“Client Default” means any act or omission by the Client or failure by the Client to perform
any relevant obligation under, or in connection with, the Agreement;
“Client Materials” means any materials or documents provided by the Client in
connection with its receipt of any Services;
“Client Equipment” means any plant or equipment provided by the Client for, or used by
the Client and/or any Delegates during, a Course and owned by, or leased or licensed to,
the Client;
“Client Premises” means any premises or office accommodation owned by, leased or
licensed to, or otherwise occupied by, the Client;
“Commencement Date” means the date of commencement of the Agreement in
accordance with clause 2.1;
“Confidential Information” means any information, whether marked confidential or not,
which might reasonably be considered to be confidential in nature concerning a Party’s or
the City & Guilds Group’s business, affairs, customers, clients or suppliers;
“Control” has the meaning given in section 1124 of the Corporation Tax Act 2010 and the
expression “change of control” has the meaning construed accordingly;
“Course” means a training course event, being either:
(i) an open course, to be to be delivered by us (or on our behalf) to any one or more
clients jointly; or
(ii) a dedicated course, to be delivered by us (or on our behalf) to an individual client
under an agreement between us and the Client
(as applicable) and comprising any of the following course types:
(a) on-site or classroom based face-to-face training and/or assessment (“Face-
to-Face Course”); or
(b) a virtual classroom, usually requiring delegates to log-on to an online
platform to receive face-to-face training and/or assessment online (“Virtual
Classroom Course”); or
(c) e-learning, usually requiring delegates to log on to an online platform or
Learning Management System (“E-learning Course”); or
(d) a self-paced course, usually including accreditation or vocational
components and blended learning techniques (“Self-paced Course”),
as specified under a Booking;
“Course Information Sheet and Joining Instructions” means the course information
sheet and associated joining instructions for a Course, which may include training content,
on-site or online training details, physical and online access requirements, personal
protective equipment requirements (as applicable), and which will include joining
instructions and any eligibility criteria for the Course that may apply to Delegates;
“Course Materials” means any materials or documents used or provided by us (or on our
behalf) in connection with the delivery of a Course;
“Data Protection Law” means the UK GDPR (being the General Data Protection
Regulation ((EU) 2016/679) as it forms part of the law of England and Wales, Scotland,
and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018,
and as amended by the Data Protection, Privacy and Electronic Communications
(Amendments etc) (EU Exit) Regulations 2019 (SI 2019/419) ), the Data Protection Act
2018, and all other applicable data protection or privacy laws and regulations and
“personal data”, “controller”, “data subject”, “process”, ”processing”, “appropriate
technical and organisational measures”, “special category data” and “personal data
breach” have the meanings given in the UK GDPR;
“Delegate” means a natural person booked onto a Course under a Booking by the Client
(or on the Client’s behalf) and may include the Client, the Client’s employees or
contractors, or any natural person sponsored by the Client (as applicable);
“Fees” means the fees payable to us for the supply of any Services in accordance with
clause 6;
“Intellectual Property Rights” mean rights in and to all inventions (whether patentable
or not), patents, designs (both registered or unregistered), copyright, database rights,
rights in computer software, trade and service marks (both registered or unregistered) and
any other intellectual property right or sui generis rights, together with all rights to the grant
of and applications for the same and the right to issue proceedings for passing off, and
including all similar or analogous rights throughout the world and all future rights of such
nature;
“Intertrain” means Intertrain UK Ltd, a company limited by shares (Reg. No. 04696164)
whose registered office is at Balby Court, Carr Hill, Doncaster, South Yorkshire DN4 8DE
(“we” or “us”);
“Intertrain Equipment” means any materials, plant, equipment and documents of ours or
our subcontractors (as applicable) stored at Client Premises to supply any Services;
“Online Booking System” means our online booking system available at
https://www.railway-training-courses.com;
“Party” or “Parties” means the Client and us individually or together (as applicable);
“Provisional Booking” means a provisional booking for the supply of any Services in
accordance with clause 3.2;
“Services” means the delivery of a Course and any ancillary services connected with it
by us (or on our behalf) as specified under a Booking; and
“Terms” means these Terms and Conditions in force as at the Commencement Date.
1.2 Interpretation:
(i) a reference to a statute or statutory provision is a reference to it as amended or re-
enacted. A reference to a statute or statutory provision includes all subordinate legislation
made under that statute or statutory provision;
(ii) a reference to a person includes a natural person, corporate or unincorporated body
(whether or not having separate legal personality);
(iii) any words following the terms “including”, “include”, “in particular”, “for example”
or any similar expression, are illustrative and do not limit the sense of the words,
description, phrase or term preceding those terms;
(iv) any words in the singular include the plural and vice versa; and
(v) a reference to writing or written includes email, but not fax.

2. COMMENCEMENT AND DURATION

2.1 The Agreement will commence from the earlier of:
(i) the date the Client makes a Provisional Booking in accordance with clause 3.2; or
(ii) the date the Client makes a Booking in accordance with clause 3.2; or
(iii) the date of supply of any ancillary services by us in connection with the supply of
any Services.
2.2 The Agreement will continue in force until completion of any Services, unless
terminated earlier in accordance with clause 13.

3. AGREEMENT FOR SERVICES

3.1 The Client may only make a Booking using our Online Booking System and in
accordance with the booking process set out in this clause 3.
3.2 To make a Booking, the Client may either:
(i) first make a provisional booking, by emailing or telephoning our sales office at
[email protected] and 0844 800 3397 or as otherwise notified by us from time to time
(“Provisional Booking”), in which case we will issue the Client with a link by email for the
Client to confirm the Provisional Booking via our Online Booking System; or
(ii) (if the Client has not made a Provisional Booking) make a booking directly via our
Online Booking System,
and the Client will be required to confirm its acceptance to these Terms at the time of
making a Booking.
3.3 On receipt of confirmation of a Provisional Booking from the Client or a booking directly
from the Client (as applicable) via our Online Booking System and the Client’s acceptance
to these Terms in accordance with clause 3.2, we will issue the Client with confirmation
of the booking by email, together with the Course Information Sheet and Joining
Instructions, at which point there will be deemed an agreed booking (“Booking”). The
Agreement will relate only to those Services specified in the Booking.
3.4 These Terms govern the Agreement to the exclusion of any other terms and/or
conditions that the Client may seek to impose or incorporate, or which may be implied by
trade, custom, practice or course of dealing, at any time.
3.5 Other than as specified under a Booking, any samples, drawings, descriptions,
illustrations or quotations are issued, published or given by us for the sole purpose of
giving an approximate idea and/or cost of any services and will not form part of the
Agreement or have any contractual force.

4. INTERTRAIN OBLIGATIONS

4.1 We will use reasonable endeavours to supply any Services in accordance with these
Terms.
4.2 We will use reasonable endeavours to meet any performance dates specified under
a Booking, but any such dates will be estimates only, subject always to our right under
clause 11.5, and time will not be of the essence for performance of any Services.
4.4 We reserve a right to vary a Booking, the Course Information Sheet and Joining
Instructions, these Terms and/or any Services at any time if necessary to comply with any
applicable law or regulatory requirement, or if such variation will not materially affect the
nature or quality of the Services, and we will notify the Client of any such event.
4.5 We, and any person performing the Services on our behalf, will supply any Services
with reasonable care and skill.

5. CLIENT OBLIGATIONS

5.1 The Client will:
(i) ensure that any person making a Provisional Booking and/or a Booking is duly
authorised by the Client;
(ii) ensure that the terms of a Provisional Booking and/or a Booking and any information
it provides to us in connection with any Services from time to time is complete and
accurate;
(iii) co-operate with us in all matters relating to any Services;
(iv) provide us, our employees, officers, agents, consultants and subcontractors, with
such access to any Client Premises as we reasonably require from time to time to perform
any Services;
(v) provide us and our subcontractors with such information and materials as we require
from time to time to perform any Services;
(vi) obtain all necessary licenses and consents in relation to its receipt of any Services
(including relating to any Client Premises and provision of, or use of, any Client
Equipment) as may be required from time to time, in advance of the date on which such
Services are due to be supplied, maintain such licenses and consents throughout the
duration of the Agreement, and provide us with copies on request;
(vii) comply with all applicable laws and regulations relating to its receipt of any Services
(including health and safety laws) from time to time;
(viii) conduct all necessary eligibility checks on Delegates in relation to any eligibility
criteria for a Course specified under the Course Information Sheet and Joining
Instructions, to ensure that Delegates meet any necessary standards, experience or
requirements, and hold any necessary qualifications, for attendance on such Course from
time to time, in advance of the date on which the Course is due to be delivered;
(ix) comply with any obligations specified under a Booking and/or the Course
Information Sheet and Joining Instructions, both in advance, and on delivery itself, of a
Course; and
(x) where a Course is to be delivered at any Client Premises (as specified under a
Booking) and/or the Client is providing, or the Client and/or any Delegates are using, any
Client Equipment:
(a) notify us of all health and safety rules, regulations and policies and any other
security or use requirements which apply at such Client Premises and/or in relation
to such Client Equipment, reasonably in advance of the date on which such Course
is due to be delivered, and provide us with copies on request;
(b) ensure that such Client Premises and/or Client Equipment complies with all
applicable laws and regulations from time to time and is maintained in good condition
throughout the duration of the Agreement; and
(c) keep all Intertrain Equipment in safe custody at the Client’s own risk,
maintain such Intertrain Equipment in good condition until returned to us or our
subcontractors (as applicable), and not dispose of or use such Intertrain Equipment
other than in accordance with our or our subcontractors’ written instructions or
consent (as applicable) from time to time.
5.2 Without prejudice to the generality of clauses 5.1 (i),(vii) and (viii), where a Course
is Network Rail Certified/ a Network Rail accredited course the Client will:
(i) ensure that it is registered on the Rail Sentinel database from the Commencement
Date and throughout the duration of the Agreement;
(ii) ensure that any person making a Provisional Booking and/or a Booking is duly
authorised under the Rail Sentinel Scheme Rules;
(iii) ensure that Delegates meet the minimum Network Rail medical fitness standards
NR/L2/OHS/00124 and NR/l1/0HS/051 and drugs and alcohol policy or such other
Network Rail standard or policy as may be in force from time to time, in advance of the
date on which such Course is due to be delivered;
(iv) register all medical, drugs and alcohol results on the Rail Sentinel website, in
advance of the date on which such Course is due to be delivered; and
(v) log any events on the Rail Sentinel Profile in advance of the date on which such
Course is due to be delivered, if required under the Course Information Sheet and Joining
Instructions.
5.3 If performance of any of our obligations under the Agreement is prevented or delayed
by a Client Default:
(i) without limiting or affecting any other right or remedy available to us, we will have a
right to suspend performance of any Services until the Client remedies such Client
Default, and to rely on such Client Default to relieve us from the performance of any of
our obligations in each case to the extent that such Client Default prevents or delays our
performance of any of our obligations;
(ii) we will not be liable for any expenses or losses of any kind sustained or incurred by
the Client and/or any Delegates arising directly or indirectly from any exercise of our right
under clause 5.3(i); and
(iii) the Client will reimburse us on demand for any expenses or losses sustained or
incurred by us arising directly or indirectly from such Client Default.

6. FEES

6.1 The Fees (including our expenses) for any Services will be specified under a
Booking.
6.2 The Client will provide us with a purchase order number for a Booking at the time of
making a Booking, and promptly on request.
6.2 We will invoice the Client for the Fees on or after completion of a Course, or at such
other times as are otherwise provided for under these Terms.
6.3 The Client will:
(i) pay (or arrange to have paid pursuant to clause 6.4) each invoice issued by us within
30 days of the date of the invoice; and
(ii) pay (or arrange to have paid pursuant to clause 6.4) each invoice using either the
Client’s open credit account with us (if applicable), by credit card or by debit card, or by
BACS transfer to Intertrain’s bank account (as nominated by us from time to time),
and time will be of the essence for the purpose of the Agreement.
6.4 If a Booking specifies that any Fees are to be payable by Delegates other than the
Client, the Client will be responsible, and will remain jointly and severally liable to us, at
all times for ensuring that we receive payment of the Fees.
6.5 The Fees and any other amounts payable under the Agreement are exclusive of any
applicable value added tax or other sales tax chargeable from time to time, which will be
charged by us at the rate prevailing at the date that payment is due for the supply of the
Services comprising a taxable supply.
6.6 If the Client fails to make any payment (or to have secured such payment pursuant to
clause 6.4) due to us under the Agreement by the due date for payment, then without
limiting our remedies under clause 13, the Client will pay interest on the overdue sum from
the due date until payment of the overdue sum, whether before or after judgement, which
will accrue each day at 4% a year above the Bank of England’s Base Rate from time to
time.
6.7 All amounts due under the Agreement will be paid in full without any set-off,
counterclaim, deduction or withholding (other than any deduction or withholding of tax as
required by any applicable law or regulation).

7. INTELLECTUAL PROPERTY

7.1 The Client acknowledges and agrees that all Intellectual Property Rights in, arising
out of, or in connection with, any Services and/or Course Materials (other than any
Intellectual Property Rights in any Client Materials) are owned, and will remain owned, by
us (or our third party licensors) as between the Parties. The Client further acknowledges
and agrees that no Course Materials, nor part thereof, may be copied or reproduced in
any way without the prior consent of us (or our licensors) (as applicable).
7.2 The Client grants to us, or will procure the grant to us of, a non-exclusive, transferable,
sub-licensable and royalty-free licence throughout the duration of the Agreement (or such
longer period as may be required by any applicable law or regulation) to use any Client
Materials for the purpose of supplying any Services to the Client and/or complying with
any applicable law or regulation relating to our provision of any Services to the Client.

8. COMPLIANCE WITH RELEVANT LAWS

8.1 Each Party will:
(i) comply with Anti-Bribery Law;
(ii) not do, or omit to do, any act that will cause or lead the other Party to be in breach
of Anti-Bribery Law;
(iii) promptly report to the other Party any request or demand for any undue financial or
other advantage of any kind received by it in connection with any Services;
(iv) comply with Anti-Modern Slavery and Human Trafficking Law; and
(v) implement due diligence procedures for its own suppliers, subcontractors and other
participants in its supply chain, to ensure that there is no slavery or human trafficking in
its supply chains.
8.2 We will comply with our Anti-Bribery Policy and our Anti-Modern Slavery Policy
available at https://www.cityandguildsgroup.com/group-policies, and where the Client
does not have its own policies to ensure compliance with Anti-Bribery Law and Anti-
Modern Slavery and Human Trafficking Law, the Client will also comply with our Anti-
Bribery Policy and Anti-Slavery and Human Trafficking Policy.

9. DATA PROTECTION

9.1 Each Party will comply fully with Data Protection Law when processing any personal
data in connection with the Agreement.
9.2 The Parties acknowledge and agree that, for the purposes of Data Protection Law,
we are an independent controller and that a Booking sets out the purpose of any
processing by the Parties in connection with the Agreement.
9.3 The Client further acknowledges and agrees that information on how we process
personal data from time to time is set out in our Privacy Notice available at
https://railway-training-courses.com, and that the Client will direct Delegates to our
Privacy Notice prior to making a Provisional Booking or Booking (as applicable),
or as soon as reasonably practicable thereafter.
9.4 Without prejudice to the generality of clause 9.1, each Party will, in respect of
personal data shared and/or processed by it in connection with the Agreement:
(i) ensure it has all necessary consents and/or notices in place to enable its lawful
sharing and/or processing;
(ii) ensure it has a lawful basis for its sharing and/or processing (and, if it is sharing
and/or processing special category data, ensure it also meets a condition for
processing special category data) in accordance with Data Protection Law;
(iii) ensure it has appropriate technical and organisational measures in place to ensure
a level of security appropriate to the risk of any personal data breach;
(iv) comply with requests from data subjects exercising their rights, in accordance with
Data Protection Law;
(v) comply with any obligation to report a personal data breach to the Information
Commissioner and/or to communicate a personal data breach to any data subject
(each where applicable) and inform the other Party of any such reportable or
communicated personal data breach without undue delay; and
(vi) provide such reasonable assistance to the other Party as is reasonably necessary
to facilitate its compliance with any request from a data subject exercising their rights
or its handling of any personal data breach.

10. CONFIDENTIALITY

10.1 Neither Party will at any time, without the prior consent of the other Party, disclose
any Confidential Information of the other Party’s, except as permitted by clause 10.2.
10.2 Either Party may disclose the other Party’s Confidential Information:
(i) to its employees, officers, agents, consultants, subcontractors or advisers who need
to know such information for the purposes of exercising that Party's rights or carrying out
that Party’s obligations under, or in connection with, the Agreement, provided that the
Party ensures that such employees, officers, agents, consultants, subcontractors or
advisers to whom it discloses the other Party’s Confidential Information comply with this
clause 10; and
(ii) as may be required by law, a court of competent jurisdiction or any governmental or
regulatory authority, provided that the Party ensures that it gives the other Party as much
prior notice of such disclosure as possible.
10.3 Neither Party will use the other Party’s Confidential Information for any purpose
other than to exercise its rights and to perform its obligations under, or in connection with,
the Agreement.

11. CANCELLATION & REFUNDS

The Client’s attention is particularly drawn to this clause.
Cancellation by the Client
Face-to-Face Courses and Virtual Classroom Courses
11.1 If the Client wishes to cancel a Booking or the booking of any individual Delegates
onto a Face-to-Face Course or Virtual Classroom Course (as applicable) at any time then,
without prejudice to the remainder of the Agreement and in particular to clause 11.2:
(i) if the Client notifies us 15 or more days in advance of the date on which such Course
is due to be delivered, the Client will not be charged the Fees for such cancelled
Booking or relating to such non-attending individual Delegates (as applicable); and
(ii) if the Client notifies us less then 15 days in advance of the date on which such
Course is due to be delivered, (except where we, acting at our sole absolute discretion,
deem that sufficiently exceptional circumstances apply to the cancellation) the full Fees
for such cancelled Booking or relating to such non-attending individual Delegates
(as applicable) will remain payable, be non-refundable, and will be charged to the
Client.
11.2 We reserve a right to charge the Client for any expenses specified under a Booking
which we incur or have incurred from any third party in connection with any cancellation
by the Client in accordance with clause 11.1.
E-learning Courses and Self-paced Courses
11.3 If the Client wishes to cancel a Booking or the booking of any individual Delegates
onto an E-learning Course or Self-paced Course at any time then, without prejudice to the
remainder of the Agreement and in particular to clause 11.4, (except where we, acting at
our sole absolute discretion, deem that sufficiently exceptional circumstances apply to the
cancellation) the full Fees for such cancelled Booking or relating to such non-
attending individual Delegates (as applicable) will remain payable, be non-
refundable, and will be charged to the Client.
11.4 We reserve a right to charge the Client for any expenses specified under a Booking
which we incur or have incurred from any third party in connection with any cancellation
by the Client in accordance with clause 11.3.
Cancellation by us
All Course Types
11.5 If we wish to cancel a Booking or to reschedule or relocate the venue for a Course
at any time, we will notify the Client of such cancellation or rescheduling or relocation (as
applicable) as soon as reasonably possible in advance of the date on which such Course
is due to be delivered and either:
(i) cancel such Booking; or
(ii) use reasonable endeavours to reschedule such Course to a date and time convenient
to both Parties or to relocate such Course to a venue convenient to both Parties (as
applicable).
11.6 If either:
(i) we cancel a Booking in accordance with clause 11.5(i); or
(ii) the Parties are unable to agree to the rescheduling or relocation of a Course (as
applicable) pursuant to clause 11.5(ii) (confirmation of which will be notified to you)
(as applicable),
the Client will not be charged the Fees for the Booking.
11.7 We will not be liable for any expenses or losses of any kind sustained or incurred by
the Client and/or any Delegates arising directly or indirectly from any cancellation or any
rescheduling or relocating by us in accordance with clause 11.5.
11.8 The Client acknowledges and agrees that:
(i) if any individual Delegates booked onto a Course fail to attend such Course on the date
of delivery, (except where we have received prior notice of cancellation of the booking of
such individual Delegates in accordance with clause 11.1(i)) the full Fees relating to
such non-attending individual Delegates will remain payable, be non-refundable,
and will be charged to the Client; and
(ii) if any individual Delegates booked onto a Course are refused entry onto the Course
on account of late arrival, whether by us or by our subcontractor (as applicable), the full
Fees relating to such late-arriving individual Delegates will remain payable, be non-
refundable, and will be charged to the Client.
11.9 Notwithstanding clause 11.5, we reserve a right to cancel a Booking or the booking
of any individual Delegates onto a Course (as applicable) at any time immediately on
notifying the Client where we, or our subcontractor (as applicable), reasonably believe
that such individual Delegates will fail to meet any necessary standards, experience or
requirements, or hold any necessary qualifications, for attendance on the Course from
time to time, at the date on which such Course is due to be delivered.
11.10 If we cancel a Booking or the booking of any individual Delegates onto a Course
(as applicable) in accordance with clause 11.9 then:
(i) if the cancellation is 15 or more days in advance of the date on which such Course
is due to be delivered, the Client will not be charged the Fees for such cancelled
Booking or relating to such non-complying individual Delegates (as applicable); and
(ii) if the cancellation is less then 15 days in advance of the date on which such Course
is due to be delivered, (except where we, acting at our sole absolute discretion, deem that
sufficiently exceptional circumstances apply to the individual Delegates’ non-compliance),
the full Fees for such cancelled Booking or relating to such non-complying
individual Delegates (as applicable) will remain payable, be non-refundable, and will
be charged to the Client.
11.11 We reserve a right to charge the Client for any expenses specified under a Booking
which we incur or have incurred from any third party in connection with any cancellation
by us in accordance with clause 11.9.
11.12 We will not be liable for any expenses or losses of any kind sustained or incurred
by the Client and/or any Delegates arising directly or indirectly from any refusal of entry
or cancellation by us in accordance with clauses 11.8 or 11.9.

12. LIMITATION OF LIABILITY

The Client’s attention is particularly drawn to this clause.
12.1 The restrictions on liability in this clause 12 apply to any liability arising under, or in
connection with, the Agreement, including liability in contract, tort (including negligence),
misrepresentation, restitution or otherwise.
12.2 Nothing in this Agreement limits or excludes any liability which cannot be legally
limited or excluded, including liability for:
(i) death or personal injury caused by negligence; or
(ii) fraud or fraudulent misrepresentation.
12.3 The Client will defend and indemnify us, and hold us harmless, from any claim,
action, proceedings, losses, damages, expenses and costs (including court costs and
reasonable legal fees) arising out of, or in connection with
any breach of the Client’s obligations under these Terms.
12.4 Subject to clause 12.2, our total liability under the Agreement will not exceed 125%
of the total Fees paid or payable under the Booking in relation to which liability arises.
12.4 Subject to clause 12.2, the types of loss listed below are wholly excluded from our
liability:
(i) loss of profits;
(ii) loss of sales or business;
(iii) loss of agreements or contracts;
(iv) loss of, or damage to, goodwill; and
(v) indirect or consequential loss.
12.5 This clause 12 will survive expiry or termination of the Agreement (for whatever
reason).

13. TERMINATION

13.1 Without affecting any other right or remedy available to it, either Party may terminate
the Agreement with immediate effect by giving notice to the other Party if:
(i) the other Party commits a material breach of any term of the Agreement and (if such
breach is remediable) fails to remedy that breach within 30 days (or such shorter period
as is reasonable) of that Party being notified to do so; or
(ii) the other Party (if a company) takes any step or action in connection with its entering
administration, provisional liquidation or any composition or arrangement with its creditors
(other than in relation to a solvent restructuring), being wound up (whether voluntarily or
by the order of the court, unless for the purpose of a solvent restructuring), having a
receiver appointed to any of its assets or ceasing to carry on business; or
(iii) the other Party (if a natural person) becomes bankrupt or makes any composition
or arrangement with its creditors; or
(iv) the other Party suspends, or threatens to suspend, or ceases, or threatens to cease,
to carry on all or a substantial part of its business.
13.2 Without affecting any other right or remedy available to us, we may terminate the
Agreement with immediate effect by giving notice to the Client if:
(i) the Client fails to pay (or to have secured payment of) any amount due under the
Agreement on the due date for payment; or
(ii) there is a change of control of the Client.
13.3 Without affecting any other right or remedy available to us, we may suspend the
supply of any Services under the Agreement if:
(i) the Client fails to pay (or to have secured payment of) any amount due under the
Agreement on the due date for payment; or
(ii) the Client becomes subject to any of the events listed in clause 13.1 (ii) to (iv); or
(iii) we reasonably believe that the Client is about to become subject to any of them.
13.4 Without affecting any other right or remedy available to either Party and subject to
the Parties’ rights under clause 11, this Agreement will terminate with immediate effect in
the event of:
(i) notification of cancellation of a Booking by the Client in accordance with clause 11.1 or
11.3 or us in accordance with clause 11.5(i) or clause 11.9; or
(ii) notification by us that the Parties are unable to agree to a rescheduling or relocation
of a Course (as applicable) pursuant to clause 11.5(ii)
(as applicable).
13.5 On termination of the Agreement (for whatever reason):
(i) subject to clause 11.1(i) and clause 11.6, the Client will immediately pay to us all of
our outstanding unpaid invoices and interest and, in respect of any Services supplied or
Fees or expenses remaining payable but for which no invoice has been issued, we will
submit an invoice, which will be payable by the Client immediately on receipt; and
(ii) the Client will return all Intertrain Equipment and any Course Materials already
provided to the Client for a Course if its no longer to be delivered or if they have not been
otherwise fully paid for (as applicable). If the Client fails to do so, we may enter any Client
Premises and take possession of them. Until they have been returned, the Client will be
solely responsible for their safe keeping and will not use them for any purpose not
connected with the Agreement.
13.6 Expiry or termination of the Agreement (for whatever reason) will not affect any
rights, remedies, obligations or liabilities of the Parties that have accrued up to the date
of expiry or termination, including the right to claim damages in respect of any breach of
the Agreement which existed at or before the date of expiry or termination.
13.7 Any provision of the Agreement that expressly or by implication is intended to come
into, or continue in, force on or after expiry or termination of the Agreement (for whatever
reason) will remain in full force and effect.

14. GENERAL

Force majeure
14.1 Neither Party will be in breach of the Agreement, nor liable for delay in performing
or failure to perform, any of its obligations under the Agreement if such delay or failure
results from events, circumstances or causes beyond its reasonable control.
Entire agreement
14.2 The Agreement constitutes the entire agreement between the Parties in relation to
its subject matter. The Client acknowledges that it has not relied on any statement,
promise, representation, assurance or warranty that is not set out in the Agreement.
Variation
14.3 Except as strictly permitted under these Terms, no variation of the Agreement will
be effective unless it is in writing and signed by the Parties (or their authorised
representatives).
Waiver
14.4 No failure or delay by a Party to exercise any right or remedy provided under this
Agreement 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.
Severance
14.5 If any provision or part-provision of the Agreement is or becomes invalid, illegal or
unenforceable, it will be deemed modified to the minimum extent necessary to make it
valid, legal, or enforceable. If such modification is not possible, the relevant provision or
part-provision will be deemed deleted. Any modification to, or deletion of, a provision or
part-provision under this clause 14.5 will not affect the validity and enforceability of the
rest of the Agreement.
Notices
14.6 Except strictly in the case of Provisional Bookings being made by the Client by
telephone, any notice, consent or other communication given to a Party under, or in
connection with, the Agreement will be in writing and will be delivered by hand or by pre-
paid first-class post or other next working day delivery service at its registered office (if a
company) or its principal place of business (in any other case), or sent by email to the
address specified under a Booking.
14.7 Any notice, consent or other communication will be deemed to have been received:
(i) if delivered by hand, on signature of a delivery receipt or at the time it is left at the
proper address;
(ii) if sent by pre-paid first class post or other next working day delivery service, at
09:00am on the second Business Day after posting or at the time recorded by the delivery
service; and
(iii) if sent by email, at the time of transmission, or if this time falls outside business
hours, when business hours resume. In this clause 14.7(iii), business hours means
09:00am to 05:00pm on a Business Day.
The provisions of this clause 14.7 will not apply to the service of any proceedings or other
documents in any legal action.
Third party rights
14.8 Unless it expressly states otherwise, the Agreement does not give rise to any rights
under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the
Agreement.
Services to third parties
14.9 Nothing in the Agreement will prevent us from being engaged by, concerned with,
or having any financial interest in any capacity in, any other business, trade, profession
or occupation or from entering into any discussions or agreements to provide services
with any third party which are similar to any Services at any time.
Relationship of Parties
14.10 Nothing in the Agreement will be construed as establishing or implying any form of
partnership, joint venture, relationship of employment or relationship of principal and agent
between the Parties and neither Party will, without the prior consent of the other, hold itself
out as in any way authorised to bind the other.
Assignment and other disposals
14.11 We may at any time assign, subcontract or otherwise dispose of the Agreement or
any or all of our rights or obligations under it to another member of the City & Guilds Group
or (in the case of subcontracting) to any third party we engage to deliver any Services,
whether in whole or in part, on our behalf. The Client will not assign, subcontract or
otherwise dispose of any of its rights or obligations under the Agreement without our prior
consent.
Governing Law and Jurisdiction
14.12 The Agreement is governed by English law and the Parties each irrevocably agree
to submit all disputes arising out of, or in connection with, the Agreement or its subject
matter to the exclusive jurisdiction of the English courts.
Revisions to these Terms
The Client’s attention is particularly drawn to this clause.
14.13 We revise these Terms from time to time at our discretion. The version of these
Terms in force as at the Commencement Date will apply to the Agreement