IDAS Terms and Conditions for training
Effective: January 2022
Prior to completing any booking for our training courses, you will be asked to agree to these terms and conditions. Please read the full terms and conditions before proceeding with any bookings. If you do not agree with any of the terms or conditions set out below, you must discontinue your purchase.
Who we are:
- Independent Domestic Abuse Services (IDAS) incorporated and registered in England and Wales with company number 4984337 whose registered office is 39 Blossom Street, York, YO24 1AQ
- You can contact us via telephone on 03000 110 110 or by email to firstname.lastname@example.org. You may also contact us by post to our registered address.
1.1 These terms and conditions (the Terms and Conditions) shall apply to the provision of the Training by IDAS to the Customer.
In these terms and conditions, unless the context otherwise requires, the following expressions shall have the following meanings:
IDAS: Independent Domestic Abuse Services.
Customer: The individual or organisation who purchases the training from IDAS.
Delegate: The individual learner enrolled on the training course.
Training: The training, either online or face to face, to be supplied by IDAS to the customer as part of the Online Booking Process.
Training Materials: any materials or documents provided by IDAS as part of the Training.
Charges: the charges payable by the Customer for the training in accordance with clause 6 (Charges and payment).
Online booking process: The process to book IDAS training via the IDAS website.
Data Controller: has the meaning set out in section 1(1) of the Data Protection Act 1998.
Data Subject: an individual who is the subject of Personal Data.
Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
Personal Data: has the meaning set out in section 1(1) of the Data Protection Act 1998 and relates only to personal data, or any part of such personal data, in respect of which the Company is the Data Controller and in relation to which the Processor is providing services under this agreement.
Processing and process: have the meaning set out in section 1(1) of the Data Protection Act 1998.
3. BASIS OF THESE TERMS AND CONDITIONS
3.1 These Terms and Conditions shall come into effect when the customer completes the Online Booking Process.
3.2 Save for terms pertaining to the relevant training in the online booking process, any descriptive matter or advertising issued by IDAS, and any descriptions contained in IDAS leaflets, brochures or on their website, are issued or published for the sole purpose of giving an approximate idea of the training described in them; They shall not form part of these Terms and Conditions nor have any contractual force.
3.3 These Terms and Conditions apply to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
4. SUPPLY OF THE TRAINING
4.1 IDAS shall use reasonable endeavours to supply the training to the customer in accordance with these terms and conditions in all material respects but reserves the right to change the course content of any training course at any time and without notice.
4.2 IDAS shall use reasonable endeavours to meet any specified training dates, but any such dates may be subject to alteration. IDAS will notify the customer of any such changes.
4.3 IDAS reserves the right to amend the terms and conditions if necessary to comply with any applicable law or regulatory requirement and IDAS shall notify the customer in any such event.
4.4 Notwithstanding the above sub-clauses, IDAS reserves the right to cancel training at any time, without incurring additional liability to the Customer or any Delegates. In such circumstances, IDAS will offer (at its sole discretion) alternative dates, a full refund, or a credit note.
4.5 Training materials are supplied to be used within scheduled training and use following completion of training. Training materials are not to be shared with any non-delegates.
5. CUSTOMER’S OBLIGATIONS
5.1 The customer shall co-operate with IDAS in all matters relating to the training;
5.2 The customer shall provide IDAS, its employees, agents, consultants and subcontractors, with any information which may reasonably be required by IDAS in the organisation of the training, including, but not limited to, details in respect of the delegate(s) and ensure that such information is complete and accurate in all material respects; and
6. CHARGES AND PAYMENT
6.1 Unless otherwise stated, the charges for the training shall be calculated on a per session per delegate basis.
6.2 The main mode of payment shall be via card payment through the IDAS website using the online booking system.
6.3 Should the customer wish to pay by invoice, the invoice submitted by IDAS should be paid within 30 calendar days of the date of the invoice, and in any event at least 7 days prior to the training taking place, to a bank account provided on the invoice by IDAS.
6.4 Failure by the customer to pay any charges when they fall due may (at IDAS’s discretion) result in:
6.4.1 the delegates’ place on the training being withdrawn;
6.4.2 IDAS ceasing to provide the training; and/or
6.4.3 IDAS withholding any certification and resources due to the delegates from the training.
6.5 Without prejudice to any other right or remedy that it may have, if the customer fails to pay IDAS any sum due under this Agreement on the due date:
6.5.1 the Customer shall 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 will accrue each day at 4% a year above the Bank of England’s base rate from time to time.
6.6 All sums payable to IDAS under this agreement shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
7. CANCELLATION AND REFUNDS
7.1 The Customer may cancel their training booking on 14 calendar days’ notice to IDAS. Cancellations must be provided in writing to the IDAS to email@example.com
7.2 If a Customer or Delegates fail to attend all or part of any training, full payment of the charges shall be required.
7.3 If a refund is approved by IDAS, it will be made through the original mode of payment only.
7.4 Refunds shall only be granted if the customer submits a request of refund no later than 14 days in advance of the scheduled training. Requests for refunds after this date will not be granted.
8. INTELLECTUAL PROPERTY RIGHTS
8.1 All intellectual property rights in or arising out of or in connection with the training, including any associated training materials shall be owned by IDAS.
8.2 No reproductions, scans or copies (wholly or in part) shall be made of the training material without the prior written consent of IDAS
9. CUSTOMER DATA
9.1 As between the parties, the customer shall own all right, title and interest in and to all of the Customer Data.
9.2 The Customer grants IDAS an irrevocable, unlimited and royalty-free licence to use the customer data provided to IDAS for the purposes of providing the training.
9.3 Each party warrants that for the purposes of this Agreement it:
9.3.1 shall comply with the provisions of the Data Protection Legislation, including without limitation that it:
(a) shall use Personal Data in accordance with the permissions or consents obtained from the data subjects (as defined in the Data Protection Legislation) or otherwise in accordance with the Data Protection Legislation;
(b) shall communicate to the other party the terms of any permissions or consents obtained from the data subjects;
(c) shall have in place appropriate technical and organisational security measures against unauthorised or unlawful Processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data and shall take all reasonable steps to ensure the reliability of its personnel who have access to such Personal Data and to impose obligations of confidentiality upon such personnel and to ensure that such personnel are aware of their responsibilities under the Data Protection Legislation;
(d) shall not transfer Personal Data outside the European Economic Area save in accordance with the Data Protection Legislation;
(e) shall comply with any request or notice it receives from a data subject in its capacity as a data controller;
9.3.2 shall upon request provide such assistance as is reasonably necessary to the other party to enable that party to comply with its obligations as a data controller (as defined in the Data Protection Legislation);
9.3.3 shall inform the other party as soon as reasonably practicable of the discovery of any actual or suspected data-breach relating to the Processing of Personal Data in connection with this Agreement;
9.3.4 shall, except to the extent prohibited by applicable law, inform the other party upon receipt of a complaint from a data subject or if approached by any regulatory body in connection with its compliance with the Data Protection Legislation in connection with this Agreement;
9.3.5 shall, except to the extent prohibited by applicable law, consult the other party in good faith as to the timing, manner and content of any response to a complaint from a data subject or approach by any Regulatory Body in connection with compliance with the Data Protection Legislation in connection with the Agreement.
10. LIMITATION OF LIABILITY
10.1 Nothing in these Terms and Conditions limits any liability which cannot legally be limited, including, but not limited to, liability for:
10.1.1 death or personal injury caused by negligence;
10.1.2 fraud or fraudulent misrepresentation; and
10.1.3 breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
10.2 Subject to clause 10.1:
10.2.1 IDAS shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, loss of income, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising;
10.2.2 IDAS’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the Agreement shall be limited to the total Charges paid for the Training.
10.3 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3 and 4 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from these Terms and Conditions.
10.4 This clause 10 shall survive termination of the Agreement.
11.1 Each party may be given access to confidential information from the other party in order to perform its obligations under the Agreement. A party’s confidential information shall not be deemed to include information that:
11.1.1 is or becomes publicly known other than through any act or omission of the receiving party;
11.1.2 was in the other party’s lawful possession before the disclosure;
11.1.3 is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
11.1.4 is independently developed by the other party, which independent development can be shown by written evidence.
11.2 Subject to clause 11.3, each party shall hold the other’s confidential information in confidence and not make the other’s confidential information available to any third party, or use the other’s confidential information for any purpose other than the implementation of the Agreement.
11.3 A party may disclose confidential information to the extent such confidential information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 11.3, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
11.4 The Customer acknowledges that its information may be used by IDAS on an anonymous basis without limitation including compiling and publishing reports.
11.5 The above provisions of this clause 11 shall survive termination of the Agreement, however arising.
12.1 On termination of the Agreement:
12.1.1 the Customer shall return any of the training materials which have not been fully paid for; and
12.1.2 any provision of the agreement that expressly or by implication is intended to come into or continue in force on or after termination of the agreement shall remain in full force and effect.
12.2 Termination of the Agreement shall not affect any of the rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination.
13. FORCE MAJEURE
IDAS shall have no liability to the Customer under the Agreement if it is prevented from or delayed in performing its obligations under the Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of IDAS or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Customer is notified of such an event and its expected duration.
Subject to clause 4.3, no variation of the Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
No failure or delay by a party to exercise any right or remedy provided under the 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.
If any provision or part-provision of the Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Agreement.
17. ENTIRE AGREEMENT
17.1 The Agreement shall constitute the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
17.2 Each party acknowledges that in entering into the Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Agreement.
18. ASSIGNMENT AND SUBCONTRACTING
18.1 The Customer shall not, without the prior written consent of IDAS, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Agreement, such consent may be withheld in IDAS’s sole discretion.
18.2 IDAS may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Agreement.
19. NO PARTNERSHIP OR AGENCY
Nothing in the Agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
20. THIRD PARTY RIGHTS
The Agreement does not confer any rights on any person or party (other than the parties to the Agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
21.1 Any notice required to be given under the Agreement shall be in writing and shall be delivered by hand or sent by post or email to the other party at its address set out in the Agreement, or such other address as may have been notified by that party for such purposes.
21.2 A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent email shall be deemed to have been received at the time of transmission (as shown by the time sent in respect of an email).
22. GOVERNING LAW
The Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Agreement or its subject matter or formation (including non-contractual disputes or claims).