1.1 The following expressions shall have the following meanings:-
1.1.1 "Client" means the client specified in the booking form.
1.1.2 "Company" means Astutis Ltd whose registered office is 6 Charnwood Court, Heol Billingsley, Parc Nantgarw, Cardiff, CF15 7QZ (registered in England and Wales with company number 07349554).
1.1.3 "Conditions" means these terms and conditions as amended from time to time in accordance with clause 16.
1.1.4 "Contract" means the contract between the Company and the Client for the supply of Services in accordance with these Conditions.
1.1.5 "Marketing Content" means the latest edition of the brochure, company website and course flyers published by the Company, detailing the open courses offered by the Company.
1.1.6 "Order" means the Client's order for Services as set out in the Company's standard open course booking form.
1.1.7 "Services" means the open courses as detailed in the Marketing Content.
1.1.8 "we/us/our" means the Company.
1.1.9 "you" means the Client.
1.2 The headings to these Conditions are for guidance only and shall not affect the construction of the Contract. The singular shall include the plural and vice versa.
1.3 Where there is any conflict or inconsistency between the provisions of the Contract, such conflict or inconsistency shall be resolved according to the following order of priority (and for the avoidance of doubt the document in 1.3.1 takes priority over the document in 1.3.2):
1.3.1 the open course booking form;
1.3.2 these Conditions.
1.4 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 any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
2.1 These are the terms and conditions on which we supply the Services to you.
2.2 Please ensure that you read these Conditions carefully, and check that the details on the open course booking form and in these Conditions are complete and accurate, before you sign and submit the open course booking form. If you think that there is a mistake or require any changes, please contact us to discuss.
All Orders must be on the Company’s standard open course booking form. Each receipt by the Company of an open course booking form will be deemed to be an offer by the Client to purchase Services in accordance with the Marketing Content and upon these Conditions. The Contract is formed when the Order is accepted by the Company by way of a written acknowledgment of Order and these Conditions will then become binding on the Client and the Company. No contract will come into existence until a written acknowledgement of Order is issued to the Client by the Company.
4.1 The quantity and description of the Services will be as set out in the Marketing Content. All samples, drawings, descriptive matter specifications and advertising issued by the Company and any descriptions or illustrations contained in the Company’s catalogues or brochures excluding the Marketing Content are issued or published for the sole purpose of giving an approximate idea of the Services represented by or described by them. They shall not form part of the Contract or have any contractual force.
4.2 The Company may change the format or content of the Services to reflect changes in relevant laws and regulatory requirements or to implement minor technical adjustments and improvements where these changes will not affect the Client's use of the Services.
4.3 The Company may also change the venue of the Services but the Company will notify the Client of such change and the Client may contact the Company to end the Contract and receive a full refund before the change in venue takes place.
5.1 The Client agrees to pay the fees at the rates and in the manner set out in the Marketing Content in place at the date the Client's Order is accepted by the Company. Value Added Tax (VAT) is included and will be charged at the standard rate.
5.2 Invoices will be submitted by the Company on receipt of an open course booking form and shall be paid by the Client within 28 days of the date of the invoice.
5.3 If the Client does not pay the Company by the relevant date and still does not make payment within 7 days of the Company contacting the Client that payment is due, without prejudice to its other rights and remedies, the Company shall have the right:-
5.3.1 to suspend any further performance of the Services for such period as the Company feels fit including where appropriate the issuing of any exam results;
5.3.2 to charge interest on all outstanding monies due from the Client to the Company at the rate of 4% above the base rate of National Westminster Bank PLC from the date of the invoice to the date of payment. The Client shall pay the interest together with the overdue amount.
5.4 As set out in clause 6.1 and subject to clause 6.2, a full refund is available within 14 days of the date of the Contract providing we have not begun the Services to you.
5.5 All payments to be made by the Client under the Contract will be made in full without any set-off, restriction or condition and without any deduction for or on account of any counterclaim.
6.1 Subject to clause 6.2, under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, you have a right to cancel the Contract within fourteen (14) days of the date of the legally binding Contract as set out in clause 3 ("Statutory Cancellation Period"). If you wish to exercise the right to cancel, you must inform us of your decision to cancel the Contract by a clear statement to this effect (for example a letter sent by post or e-mail in line with clause 17.1). You may use the model cancellation form found on our website at [insert link to form], but it is not obligatory. To meet the cancellation deadline, it is sufficient for you to send your communication concerning your exercise of the right to cancel before the Statutory Cancellation Period has expired. If you cancel during the Statutory Cancellation Period, we will reimburse you the full fee received from you and you will not incur any costs as a result of the reimbursement.
6.2 Where the Services are to be delivered in person, we must not begin the supply of the Services before the end of the Statutory Cancellation Period unless you have expressly requested us to do so and you have acknowledged that in making such a request your right to cancel will be lost once the Services have been fully performed. If you request that we begin the performance of the Services during the Statutory Cancellation Period, and you subsequently cancel the Contract before it has been fully performed, you shall pay us an amount which is in proportion to what has been performed up until the date of cancellation, in comparison with the full coverage of the Contract.
6.3 Subject to clause 6.1 and 6.2 above, the Client may contact the Company at any time to end the Contract for the Services, but in some circumstances the Company may charge the Client certain sums for doing so, as described in clause 6.5 below.
6.4 If the Company ends the Contract for a reason set out at (a) to (d) below the Contract will end immediately and the Company will refund the Client in full for any Services which have not been provided or have not been properly provided. The relevant reasons are:
(a) the Company has told the Client about an upcoming change to the Services or these Conditions which the Client does not agree to (as set out in clause 4.3);
(b) we have told you about an error in the price or description of the Services you have ordered and you do not wish to proceed;
(c) there is a risk the Services may be significantly delayed because of events outside our control; or
(d) you have a legal right to end the Contract because of something we have done wrong.
6.5 If the performance of the Services is suspended or cancelled at the request of the Client outside of the Statutory Cancellation Period or for a reason not set out in 6.4 (a) to (d) or is prevented or delayed by any act or omission by the Client or through any failure or delay by the Client, including but not limited to the performance of its obligations under clauses 9.1 below then the Company shall be immediately entitled to:
6.5.1 full payment for Services commenced prior to suspension, prevention, cancellation or delay by the Client; and
6.5.2 cancellations by the Client must be provided to the Company in writing and are subject to the following charges as compensation for the net costs the Company will incur as a result of the Client ending the Contract:
• Cancellation over 28 days before the Services start date – 10% of fees;
• Cancellation between 15 and 28 days before the Services start date – 50% of fees;
• Cancellation up to 14 days before the Services start date – 100% of fees.
7.1 The Company shall use its reasonable endeavors to comply with any estimated date (s) for completion of the Services. All open courses are run, subject to demand, therefore if a course is cancelled by the Company, transfer to an alternative date will be offered to the Client and if the Client does not agree to the change in date the Client may contact the Company and receive a full refund before the change in date takes effect.
7.2 The Company reserves to right to alter the timing of the open courses for reasons beyond its control as set out in clause 14. If the performance of the Services is affected by an event outside the Company's control then the Company will contact the Client as soon as possible to let the Client know and the Company will take steps to minimise the effect of the delay. Provided the Company do this it will not be liable for delays caused by the event outside the Company's control but if there is a risk of substantial delay the Client may contact the Company to end the Contract and receive a refund for any Services the Client has paid for but not received.
7.3 The Company warrants to the Client that the Services will be provided using reasonable skill and care.
8.1 In the event of any breach of the Company’s express obligations under these Conditions the remedies of the Client will be limited to loss or damage the Client suffers that is a foreseeable result of the Company breaking this Contract or the Company failing to use reasonable care and skill. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the Contract was made, both the Company and the Client knew it might happen, for example, if the Client discussed it with the Company during the order process. In any event the loss or damage shall not exceed the fees paid by the Client for the Services.
8.2 The Company does not exclude its liability (if any) to the Client:
8.2.1 for breach of the Company’s obligations that cannot be excluded or limited under the Consumer Rights Act 2015;
8.2.2 for personal injury or death resulting from the Company’s negligence;
8.2.3 under section 2(3) Consumer Protection Act 1987;
8.2.4 under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013;
8.2.5 for any matter which it would be illegal for the Company to exclude (or to attempt to exclude) its liability; or
8.2.6 for fraud.
8.3 It is hereby agreed by the Client that the Company only supplies the Service to the Client as a consumer and the Company shall in no circumstances be liable to the Client for direct or indirect loss including, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and like loss) howsoever caused (including as a result of negligence) by any delay or failure in performance except as set out in this clause 8.
8.4 Except as set out in clauses 8.1 to 8.3, the Company hereby excludes to the fullest extent permissible in law, all conditions, warranties and stipulations, express (other than those set out in the Contract) or implied, statutory, customary or otherwise which, but for such exclusion, would or might subsist in favour of the Client.
9.1 The Client agrees to give the Company such information advice and assistance relating to the Services as the Company may reasonably require within sufficient time to enable the Company to perform the Services in accordance with the Marketing Content.
9.2 The Client shall be responsible to the Company for ensuring the accuracy of any information submitted by the Client.
10.1 Copyright in all course materials and other recorded matter whether made in connection with the Marketing Content and/or the Services or otherwise shall remain vested in the Company at all times.
10.2 No part of any course materials, or any other materials provided by the Company may be reproduced or transmitted in any form or by any means or stored in any retrieval system of any nature without prior permission, except as it may be permitted to do so by law.
11.1 All drawings and technical information supplied by the Client to the Company and all information supplied by the Company to the Client shall be deemed to have been furnished in confidence for the purpose authorised by the acknowledgement of Order and no other. The recipient party shall take all reasonable precautions to prevent communication of any such information to any third party except as may be necessary in order to carry out the purpose of the Order or the Services. If disclosure to a third party is necessary for such purposes then such third party shall be required to observe the same confidentiality obligation as the recipient party.
11.2 Neither the Company nor the Client shall use the name of the other in any publicity material nor publish anything relating to work being undertaken pursuant to the performance of the Services without the prior written permission of the other (such permission not to be unreasonably withheld).
11.3 The obligations of confidentiality and non-publication contained in Clauses 11.1 and 11.2 shall not apply to any information which:-
11.3.1 is in or entered the public domain other than by virtue of the recipient’s act or omission;
11.3.2 is known to the recipient at the time of the disclosure to the recipient provided that the recipient produces to the other satisfactory evidence of the same within 14 days of such disclosure;
11.3.3 is required to be disclosed by the recipient by a court of competent jurisdiction or any UK government or regulatory authority.
12.1 The Company will use the personal information the Client provides to it to:
(a) provide the Services;
(b) process the Client's payment for such Services; and
(c) if you agreed to this during the order process, to inform the Client about similar products that the Company provides, but the Client may stop receiving these communications at any time by contacting the Company.
12.2 The Company will not give the Client's personal data to any other third party.
13.1 The Company may by written notice terminate the Contract with immediate effect if the Client is in material breach of the Contract or enters into insolvency, bankruptcy, any arrangement with its creditors or any other arrangement or situation which has a like effect. Notwithstanding any other provision in these Conditions, failure to pay any sums due in accordance with clause 4.2 is a material breach of the terms of the Contract.
13.2 The termination of the Contract howsoever arising is without prejudice to the rights, duties and liability of either the Client or the Company accrued prior to termination. The conditions which expressly or impliedly have effect after termination will continue to be in force notwithstanding termination.
Neither party shall be liable to the other for any loss or damage or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of either party's obligations in relation to the Services , if failure was due to any cause beyond the reasonable control of either party including without prejudice to the foregoing Act of God, explosion, flood, tempest, fire or accident, wars or threat of war, sabotage, insurrection, an act of terrorism, civil disturbance or requisitions, acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any government, parliamentary or local authority; import or export regulations or embargoes; strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Company or of a third party); difficulties in obtaining raw materials, labour, fuel, parts or machinery, and power failure or breakdown in machinery.
15.1 Each right or remedy of the Company under the Contract is without prejudice to any other right or remedy of the Company whether under the Contract or not.
15.2 If any condition or part of the Contract is found by any court, tribunal, administrative body or authority of competent jurisdiction to be illegal, invalid or unenforceable then that provision will, to the extent required, be severed from the Contract and will be ineffective, without, as far as is possible, modifying any other provision or part of the Contract and this will not affect any other provisions of the Contract which will remain in full force and effect.
15.3 No failure or delay by the Company to exercise any right, power or remedy will operate as a waiver of it, nor will any partial exercise preclude any further exercise of the same, or of any other right, power or remedy.
15.4 The Company may assign, delegate, license, hold on trust or subcontract all or any part of its rights or obligations under the Contract.
15.5 The Contract is personal to the Client who may not assign, delegate, license, hold on trust or sub-contract all or any of its rights or obligations under the Contract without the Company’s prior written consent.
15.6 The parties to the Contract do not intend that any of its terms will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person not a party to it.
These Conditions together with the Company’s standard open course booking forms and the Contract shall be governed and construed in accordance with the laws of England and Wales and the Company and the Client submit to the exclusive jurisdiction of the courts of England and Wales.
17.1 All communications to the Company shall be addressed to Astutis Ltd at the address of the Company set out in the standard open course booking form.
17.2 All communications to the Client shall be sent to the address appearing on the open course booking form unless some other address has been notified in writing to the Company.
Any variation to the Conditions of the Contract and any representations about the Services shall have no effect unless expressly agreed in writing (on the Company’s headed paper) and signed by a director of the Company.
"A benefit is the relationship that we have built with the consultant. It wasn’t simply a case of him working with us for a fixed period and then cutting ties, we have maintained the relationship and he has provided ongoing support"