Terms and Conditions
Last updated 28 November 2024
All course notes, audio-visual material and other presentational material relating to the courses are confidential information belonging to, and are proprietary of, London Management Consultants. Such materials are to be kept confidential at all times and only used for the purposes for which they are provided. The copyright and intellectual property rights in all such course notes, audio-visual material and other presentational material relating to the courses belongs to London Management Consultants. The reproduction, transmission or copying of the materials (in whole or in part) by any medium without our prior written permission is strictly prohibited. Jaws is a registered trademark of London Management Consultants. The commission or threat of any unauthorised act in relation to any of the materials or other intellectual property rights of London Management Consultants by either you or any of your employees may result in civil or criminal actions.
These are the Additional Terms and Conditions referred to in the Consultancy and Course Fees document and are applicable to all training provided by London Management Consultants under the contract and any purchase order.
1. You must procure that all your attendees at any training course shall at all times comply with all health and safety and security requirements of any venue at which the training takes place. If the training is taking place at your premises you must notify London Management Consultants of all relevant health and safety and security requirements prior to the date of the training.
2. You must co-operate with London Management Consultants and the trainer in all matters in connection with the planning and provision of the training and you shall provide to London Management Consultants by any date so requested (or, if not date is specified, in a timely manner) any and all documents, information and materials reasonably requested by London Management Consultants in connection with the training and ensure that they are complete, accurate and up to date. You shall be responsible for any costs, losses or delays resulting from any such failure to provide any such documents, information or materials and in the event of any such delay London Management Consultants will be entitled to payment on the due date notwithstanding that it has been prevented or delayed in performing the training due to any failure to provide, or inaccuracy of, any such documents, information or materials.
3. Without prejudice to any other right or remedy that London Management Consultants may have, if you fail to pay any sum due on the due date:
(a) you shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%; and
(b) London Management Consultants may suspend part or all of any training course(s) until payment has been made in full.
4. References to liability in this Clause 4 include every kind of liability arising under or in connection with this agreement including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
(a) Nothing in this term limits any liability which cannot legally be limited, including liability for death or personal injury caused by negligence;fraud or fraudulent misrepresentation.
(b) Subject to clause 4(a) London Management Consultants shall have no liability to you in respect of any of the following types of losses:
(i) loss of profits;
(ii) loss of sales or business;
(iii) loss of agreements or contracts;
(iv) loss of anticipated savings;
(v) loss of use or corruption of software, data or information;
(vi) loss of or damage to goodwill; and
(vii) indirect or consequential loss.
(c) The description of the training courses sets out the quality commitments to which London Management Consultants is committing and as such the terms implied by sections 3-5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the contract.
(d) Subject to clause 4(a) above the total liability of London Management Consultants to you in connection with any training provided shall not exceed the fee actually paid by you for the specific training course to which such claim relates.
5. Without effecting any other right or remedy available to it, London Management Consultants shall be entitled to terminate the contract immediately on notice, if, in its sole discretion, it considers:
(a) that you to have committed, or threatened to commit, any unauthorised act or any breach of any of the terms of the contract;
(b) that your financial position has deteriorated so far as to reasonably justify the opinion that your ability to fulfil your obligations under the contract have been placed in jeopardy.
6. Both parties will comply with all applicable requirements of all applicable data protection legislation which will for these purposes includes all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679) (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) together with any European Union legislation for so long as, and to the extent, as such legislation is applicable (Data Protection Legislation).
(a) This clause is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation.
(b) The parties acknowledge that for the purposes of the Data Protection Legislation, to the extent that you are the controller and London Management Consultants is the processor in respect of any personal data that you pass to London Management Consultants, you will ensure that you have all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to London Management Consultants and its third party processors for the duration and purposes of the contract. London Management Consultants when acting as processor shall comply with the requirements set out in Article 28 (3)(a)-(h) of the GDPR. You acknowledge that London Management Consultants may appoint a third party to present any course on its behalf and in such circumstances you consent to London Management Consultants passing any such personal data to such third party as a third party processor. London Management Consultants confirms that in such circumstances it will ensure it has in place a written agreement with the third-party processor requiring the third-party processor to comply with the requirements of the Data Protection Legislation.
7. Subject to compliance with (a) and (b) below, if either London Management Consultants or you are prevented, hindered or delayed in or from performing any of obligation under this contract by a Force Majeure Event (Affected Party), the Affected Party shall not be in breach of this contract or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly. The corresponding obligations of the other party will be suspended, and its time for performance of such obligations extended, to the same extent as those of the Affected Party. The Affected Party shall:
(a) as soon as reasonably practicable after the start of the Force Majeure Event, notify the other party in writing of the Force Majeure Event, date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under the agreement
(b) use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations
If the Force Majeure Event prevents, hinders or delays the Affected Party's performance of its obligations for a continuous period of more than 28 days, either party may terminate this agreement by giving 14 days written notice to the other. For the purposes of this Clause 7 Force Majeure Event means any circumstance not within a party's reasonable control including, without limitation:
(i) acts of God, flood, drought, earthquake or other natural disaster
(ii) epidemic or pandemic
(iii) terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations
(iv) nuclear, chemical or biological contamination or sonic boom
(v) any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent
(vi) collapse of buildings, fire, explosion or accident
(vii) any labour or trade dispute, strikes, industrial action or lockouts (other than in each case by the party seeking to rely on this clause, or companies in the same group as that party)
(viii) interruption or failure of utility service
(ix) interruption or failure of any internet service provider, online/cloud service provider or any video/web conferencing, video telephony or cloud meeting service.
8. This contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this contract or its subject matter or formation.