Terms & Conditions

1. 1 Definitions

   In these Conditions the following words and expressions shall have the following meanings:

   Booking means the Thomas Telford booking form submitted by Client to Thomas Telford;

   Client means the person, firm, or company to whom Services are provided;

   Conditions means these conditions as may be varied from time to time pursuant to Condition ‎2.2;

   Course means the public scheduled training course detailed in the Course Programme;

   Course Date means the date of the first day of the Course;

   Course Fee means the fee payable by Client for provision of the Course;

   Course Materials means any documentation or materials including handouts provided to the Delegates as part of the Course;

   Course Programme means the course programme provided detailing the course to be delivered by Thomas Telford;

   Delegate means any individual booked to attend and/or attending the Course;

   Intellectual Property Rights means all copyright, publication rights, trade marks, design rights, patents, database rights, confidential information, rights in trade and/or business names and the goodwill accrued in respect of the same, discovery, inventions, processes, formulas, know-how, specifications, improvements, techniques, and any other intellectual property rights whatsoever and wheresoever in the world whether registered or unregistered existing from time to time (including all applications or rights to apply for registration, renewals or extensions of any of the foregoing);

   Force Majeure Event means any event beyond the reasonable control of the affected party which cannot reasonably be planned for or avoided;

   Good Industry Practice means the degree of skill, diligence, prudence and foresight which would reasonably be expected from a skilled and experienced supplier of training courses;

   Order means a request from Client for Thomas Telford to provide the Course;

   Premises means the premises where the Course will be provided;

   Thomas Telford means Thomas Telford Limited, a company registered in England under company number 2556636, whose registered office is at 1-7 Great George Street, London SW1P 3AA, England trading as Thomas Telford Training;

   Tutor means a qualified expert on the subject matter of the Course who is engaged by Thomas Telford to prepare the Course Materials and/or deliver the Course.

   • 1.1 In these conditions:
     1. words importing the singular shall include the plural and vice versa, words importing a gender shall include all genders, and words importing persons shall include bodies corporate, unincorporated associations and partnerships;
     2. any reference to a statute, statutory provision or subordinate legislation is a reference to such legislation as amended and in force from time to time and to any legislation which re-enacts or consolidates (with or without modification) any such legislation;
     3. any reference to a Condition is to a condition in these Conditions; and
     4. headings are included for ease of reference only and shall not affect the interpretation or construction of these Conditions.

2. 2 Application

   1. 2.1 Issuance of a Booking by Client constitutes an acceptance by Client to be bound by these Conditions. These Conditions are the basis upon which Thomas Telford provides the Course to Client and shall apply to all dealings between Thomas Telford and Client to the exclusion of all other terms and conditions which Client may purport to apply under any correspondence, Order, or other document.
   2. 2.2 Thomas Telford shall be entitled to vary these Conditions acting reasonably from time to time without notice and any such variation shall be binding on Client with effect from the date on which such change is notified to Client.

3. 3 Information about the Course

   1. 3.1 Save for the Course Programme any description, advertisement, documentation issued by Thomas Telford and any description contained on the Thomas Telford website or any catalogues relating to the Course are issued and published for the sole purpose of giving Client and other people a general idea of the Course, its content and objectives. Although Thomas Telford makes every effort to ensure that information about the Course is correct, Client acknowledges and agrees that sometimes such information may be incomplete, out of date or inaccurate and Client places no reliance on it whatsoever.
   2. 3.2 If Client does wish to rely on a particular piece of information about the Course then it must inform Thomas Telford before taking any action based on such information and, if Thomas Telford is happy for Client to rely on this information about the Course then one of Thomas Telford's staff will confirm this to Client in writing. In no other circumstances may Client rely on any particular piece of information about the Course and Thomas Telford shall have no liability for any reliance placed on such information by Client unless the information provided is fraudulent.

4. 4 Payment

   1. 4.1 Thomas Telford shall invoice Client for the Course Fee on booking.
   2. 4.2 Client shall pay the Course Fee within the earlier of 30 days of the date of the invoice or 14 working days prior to the course start.

5. 5 Tutor

   1. 5.1 Should a particular Tutor be named to deliver the Course then Thomas Telford shall use its reasonable endeavours to ensure such Tutor is available on the Course Date. If this Tutor is not available for any reason, Thomas Telford may offer a substitute Tutor.

6. 6 Premises

   1. 6.1 Client shall be responsible for all damage to the Premises and/or damage to other people's property on the Premises caused by the Client.
   2. 6.2 When at the Premises, Client should comply with health and safety policies issued by or on behalf of Thomas Telford.

7. 7 Intellectual Property

   1. 7.1 As between Client and Thomas Telford all Intellectual Property Rights in or arising out of or in connection with the Course and Course Materials shall be and remain vested in Thomas Telford.
   2. 7.2 Client shall not modify or remove any Intellectual Property Rights notices contained on the Course Materials.
   3. 7.3 Delegates may use the Course Materials for their own personal development purposes but not for any other purpose and Client shall not copy, duplicate, redistribute, re-publish or in any way use any part of the Course Materials or prepare derivative works or incorporate the Course Materials in any other work for commercial use or exploitation without Thomas Telford's prior written consent.

8. 8 Booking Cancellations and Transfers

   1. 8.1 Any cancellation of or request to transfer a Booking must be notified to Thomas Telford in writing.
   2. 8.2 Except as provided under this clause cancellation fees and/or transfer fees below shall apply to cancellation or rescheduling of any Course by Client which the Client shall pay within 30 days of the invoice:
      
      

      Written notice given	Cancellation fee	Transfer Fee
      29 days or more	None	None
      15 to 28 days	50% of Course Fee	15% of Course Fee
      14 days or less	100% of Course Fee	30% of Course Fee

9. 9 Warranties, Representations and Conditions

   1. 9.1 Thomas Telford warrants that:
      1. it shall provide the Course in line with Good Industry Practice;
      all Tutors used by Thomas Telford will have the necessary expertise, knowledge and skills required to provide the Course
   2. 9.2 Except for the warranties, representations and conditions expressly contained or referred to in these Conditions, Thomas Telford makes no other warranties, representations or conditions regarding the Course and its obligations in respect of the Course and all warranties, representations, conditions and other terms express or implied, ,statutory or otherwise, in respect of compliance with descriptions, the quality of service or otherwise which are not expressly set out or repeated (as the case may be) in these Conditions are excluded to the fullest extent applicable by law.

10. 10 Liability

    1. 10.1 Nothing in these Conditions shall exclude or limit either party's liability for:
       1. death or personal injury caused by that party's negligence;
       2. fraud or fraudulent misrepresentation; or
       3. any other liability which may not be excluded or limited by law.
    2. 10.2 Subject to Condition 10.1 Thomas Telford shall have no liability for any losses or damages which may be suffered by Client or any Delegate whether such losses or damages are suffered directly or indirectly or are immediate or consequential and whether the same arise in contract, tort (including negligence) or otherwise howsoever, which fall within any of the following categories arising out of or in connection with the provision of the Course and/or the use of or reliance on the Course Materials:
       1. loss of profits, anticipated profits or revenues;
       2. failure to make anticipated savings;
       3. loss of business opportunity or contract;
       4. loss of goodwill or damage to reputation;
       5. loss or corruption of data; and
       6. business interruption costs.
    3. 10.3 Subject to Condition ‎10.1 the aggregate liability of Thomas Telford arising out of or in connection with provision of the Course and/or the use of or reliance on the Course Materials, whether such liability arises in contract, tort (including negligence) or otherwise howsoever, shall not exceed the Course Fee.

11. 11 Data Protection

    1. 11.1 For the purposes of these Conditions and provision of the Course, both parties may receive personal data (as defined in the Data Protection Act 1998) from the other party. Each party receiving such personal data agrees to process such information only in accordance with the lawful instructions of the other party and as necessary to fulfil its obligations under these Conditions and to take appropriate technical and organisational measures against unauthorised or unlawful processing of such information and against accidental loss or destruction of or damage to such personal data.

12. 12 Force Majeure

    1. 12.1 Thomas Telford shall not be liable to Client as a result of any delay or failure to provide the Course as a result of a Force Majeure Event
    2. 12.2 Where a Course is cancelled by Thomas Telford due to a Force Majeure Event then Thomas Telford shall, acting in good faith, offer a new date for the provision of the Course
    3. 12.3 Should the Client be unable to attend on the new date for the Course then Thomas Telford shall refund the Course Fee.

13. 13 Assignment and subcontracting

    1. 13.1 Thomas Telford may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Conditions to any third party or agent.
    2. 13.2 Client shall not, without the prior written consent of Thomas Telford sell places on the Course to third parties.
    3. 13.3 Client shall not, without the prior written consent of Thomas Telford assign, transfer or deal in any other manner with all or any of its rights or obligations under these Conditions.

14. 14 Notices

    1. 14.1 All notices and communications shall be in writing and served by personal delivery, first class post, fax or email.
    2. 14.2 Any notice or other communication sent to Thomas Telford shall be sufficient if sent to (i) Thomas Telford's registered address set out above; (ii) fax number:+44(0)207538 0539;(iii) email address: training@thomastelford.com; or (iv) any other address, fax number or email address provided by Thomas Telford to Client in writing from time to time.
    3. 14.3 Any notice or other communication sent to Client shall be sufficient if sent to the address, fax number or email address given by Client in the Order or any other address, fax number or email address provided by Client to Thomas Telford in writing from time to time.
    4. 14.4 Notices shall be deemed to be served:
       1. on delivery when delivered personally;
       2. on receipt of a print out confirming the due transmission when sent by fax to the fax number notified by the other party; or
       3. on the generation of a receipt notice by the other party's server or, if no receipt notice is generated, on delivery to the other party's server when sent by email to the email address notified to the other party;
       4. two days after mailing if sent by mail, provided the postage is properly paid and such notice is properly addressed to the other party in accordance with this Condition 16.

15. 15 General

    1. 15.1 No variation or amendment to these Conditions shall be valid unless it is in writing and signed by duly authorised representatives of Thomas Telford and Client. The variation shall take effect from the date of last signature.
    2. 15.2 No delay or failure by Thomas Telford in exercising or enforcing any right or remedy under these Conditions will prejudice or restrict Thomas Telford's rights and no waiver of any such rights or of any contractual breach will be deemed to be a waiver of any other right or later breach.
    3. 15.3 No third party shall have any rights under or in connection with these Conditions by virtue of the Contracts (Rights of Third Parties) Act 1999.
    4. 15.4 If at any time any provision of these Conditions is found by any court or other competent authority to be illegal, invalid or unenforceable whole or in part, it shall not affect or impair the legality, validity or enforceability of any and all other provision of these Conditions.
    5. 15.5 These Conditions and the Course Programme constitute the entire understanding and agreement of the parties relating to the provision of the Course and Course Materials and supersedes all prior written or oral communications, understandings and agreements relating to the provision of the Course and Course Materials.

16. 16 Governing Law and Jurisdiction

    1. 16.1 These Conditions shall be governed and construed in accordance with English law and any dispute, claim or difference arising out of or in connection with these Conditions (whether or not contractual) shall be subject to and within the exclusive jurisdiction of the English courts save that Thomas Telford may pursue any claim it may have against Client in any jurisdiction in which Client has assets.