Terms and Conditions
Table Of Contents
6. Intellectual property rights
10. Consequences of termination
1. Interpretation
The following definitions and rules of interpretation apply in these Conditions.
1.1 Definitions:
Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Commencement Date: has the meaning given in clause 2.
Conditions: these terms and conditions as amended from time to time in accordance with clause 5.
Contract: the contract between TRA and the Customer for the supply of Courses in accordance with these Conditions.
Control: has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of control will be construed accordingly.
Courses: the Live Courses and Online Courses supplied by TRA to the Customer as set out in clause 3.
Course Materials: all materials, equipment, documents and other property of TRA.
Customer: the person or firm who purchases Courses from TRA.
Customer Default: has the meaning set out in clause 2.
Intellectual Property Rights: patents, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Learner Contract: The contract provided alongside these Conditions.
Live Courses: Courses delivered in person by TRA consultants and/or employees.
LMS: The learner management system/portal used by the Customer to access Online Courses and/or other material.
Online Courses: Courses delivered by TRA online or via the LMS.
Order: the Customer’s order for Courses as set out in the Customer’s relevant online application form.
Standard Courses: Courses listed on the Website.
Tailored Courses: Courses adapted for the Customer
TRA: The Retrofit Academy Community Interest Company whose registered office address is The Retrofit Academy CIC, Suite 3, First Floor, The Limes, The Hollies, 120 Newport Road, Stafford, ST16 1BY.
Website: www.retrofitacademy.org
1.2 Interpretation:
(a) Unless expressly provided otherwise in this Contract, a reference to legislation or a legislative provision:
(i) is a reference to it as amended, extended or re-enacted from time to time; and
(ii) will include all subordinate legislation made from time to time under that legislation or legislative provision.
(b) Any words following the terms including, include, in particular, for example or any similar expression, will be construed as illustrative and will not limit the sense of the words, description, definition, phrase or term preceding those terms.
(c) A reference to writing or written includes email.
2. Basis of contract
2.1 The Order constitutes an offer by the Customer to purchase Courses in accordance with these Conditions.
2.2 The Order will only be deemed to be accepted when:
(i) except in relation to those courses to which clause 2.2(ii) applies, TRA issues written acceptance of the Order stating that the Customer is eligible for the course and provides a Learner Contract and invoice; or
(ii) in relation to those Courses, in respect of which the Order is purchased directly through TRA’s website, the Customer receives an email to confirm acceptance of the Order.
at which point, and on which date the Contract will come into existence (Commencement Date).
2.3 Any price detailed on the Website provided by TRA are issued or published for the sole purpose of giving an approximate cost of the Courses and will not form part of the Contract or have any contractual force.
2.4 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
2.5 Any quotation given by TRA will not constitute an offer and is only valid for a period of 30 Business Days from its date of issue.
2.6 These Conditions refer to the following additional terms, which also apply to the Customer’s use of TRA’s Website:
(a) TRA’s Privacy Policy (Policies and Procedures – Retrofit Academy) which explains how TRA collect, use and store the Customer’s personal data; and
(b) TRA’s Acceptable Use Policy (Policies and Procedures – Retrofit Academy).
3. Supply of Courses
3.1 Subject to clause 3.3, TRA will make available Courses to the Customer in all material respects in accordance with the Order.
3.2 Courses can be delivered by means of Live Courses or Online Courses (or combined Live and Online Courses). Courses which are shown on the Website are Standard Courses. Tailored Courses can also be provided at the discretion of TRA.
3.3 TRA reserves the right to amend the Courses if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Courses, and TRA will notify the Customer in any such event.
3.4 TRA warrants to the Customer that the Courses will be provided using reasonable care and skill by qualified and experienced consultants.
3.5 TRA warrants that the Course Materials will be of satisfactory quality and comply in all material respects with any sample Course Materials provided to the Customer for approval.
3.6 TRA will endeavour to make the Online Courses available but cannot guarantee that they will operate continuously or without interruptions which could affect use of the Online Courses. The Online Courses may provide links to other websites, which are not under the control of TRA. TRA will not be responsible in any way for the content of any such other websites. The Customer acknowledges that TRA provides such links only as a convenience and that the inclusion of any link does not imply any kind of endorsement by TRA.
3.7 Online Courses are provided for general information and illustrative purposes only and do not constitute financial, legal or other professional advice.
3.8 TRA has the right to disable any access to the LMS or password, whether chosen by the Customer allocated by TRA, at any time, if in TRA’s reasonable opinion that the Customer has failed to comply with any of the provisions of these Conditions.
3.9 If the Customer knows or suspects that anyone other than the Customer knows the Customers user identification code or password, the Customer must promptly notify TRA at [email protected].
4. Customer’s obligations
4.1 The Customer will:
(a) ensure that all information provided to TRA in or in relation to any Order are complete and accurate;
(b) co-operate with TRA in all matters relating to the Courses;
(c) in respect of Live Courses, provide TRA, its employees, agents, consultants and subcontractors, with access to the Customer’s premises, office accommodation and other facilities as reasonably required by TRA;
(d) provide TRA with such information and materials as TRA may reasonably require in order to supply the Courses, and ensure that such information is complete and accurate in all material respects;
(e) obtain and maintain all necessary licences, permissions and consents which may be required for the Courses;
(f) abide by any commitments referred to under TRA’s Contract;
(g) keep all Course Materials at the Customer’s premises in safe custody at its own risk, maintain the Course Materials in good condition until returned to TRA, and not dispose of or use the Course Materials other than in accordance with TRA’s written instructions or authorisation; and
(h) ensure that the Customer’s computer system meets all relevant technical specifications necessary to use the Online Courses, is compatible and can run the Online Courses. The Customer must not attempt to interfere in any way with the proper working of the Online Courses and in particular, the Customer must not attempt to circumvent security, tamper with, hack into, or otherwise disrupt any computer system, server, website, router, or any other internet connected device.
(i) indemnify TRA in respect of any costs, claims, demands, losses or liabilities (including reasonable legal fees) incurred by TRA because of or arising in any way from a claim by a third party which results from any breach by the Customer of the provisions contained in these Terms.
4.2 If TRA’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):
(a) without limiting or affecting any other right or remedy available to it, TRA will have the right to suspend performance of the Courses until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays TRA’s performance of any of its obligations;
(b) TRA will not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from TRA’s failure or delay to perform any of its obligations as set out in this clause 4.2; and
(c) the Customer will reimburse TRA on written demand for any costs or losses sustained or incurred by TRA arising directly or indirectly from the Customer Default.
5. Prices and payment
5.1 The price of the Standard Courses will be as set out on the Website at the time the Customer places the Order (subject to any volume discounts set out on the Website).
5.2 The price for Tailored Courses will be provided through a quotation from TRA.
5.3 Save as otherwise expressly stated by TRA, the price of the Courses excludes VAT, which the Customer will additionally be liable to pay to TRA at the prevailing rate, subject to the receipt of a valid VAT invoice.
5.4 TRA reserves the right to increase any prices on an annual basis with effect from each anniversary of the Commencement Date in line with the percentage increase in the Retail Prices Index in the preceding 12-month period and the first such increase will take effect on the first anniversary of the Commencement Date.
5.5 For payment with credit/debit card (and in relation to individual purchases), TRA uses all reasonable efforts to safeguard the confidentiality of the Customer’s credit or debit card details such as encryption technology and firewalls. The Customers credit/debit card number and contact information will be provided to the relevant credit/debit card company from time to time (the Credit/Debit Card Company). The Credit/Debit Card Company has its own privacy and data collection practices and TRA has no responsibility or liability for these independent practices.
5.6 For payment by corporate Customers they will be provided with an invoice for payment.
5.7 The following expenses (if incurred) will be charged to the Customer as separate items, unless otherwise indicated in the Order:
(a) production of Course Materials;
(b) cost of carriage of goods to support Tailored Courses and all Tailored Course Materials;
(c) any additional costs such as the hiring of equipment, the venue, or the cost of any extra consultancy and/or training time;
(d) any other additional costs (e.g. consultant travel costs, accommodation etc.);
(e) any additional material written for the Customer in connection with the Customer’s use of the Website;
(f) any additional programming or tailoring of any website, branding, the creation of chat room facilities, forums, or other special features;
(g) costs of administering website users; and/or
(h) annual website and other maintenance and update charges.
5.8 TRA will invoice the Customer, and the Customer will pay TRA prior to the delivery of the Courses[AM1.1][JP1.2]
5.9 The Customer will pay each invoice submitted by TRA:
(a) within 30 days (or in relation to Tailored Courses, within 20 days) of the date of the invoice or in accordance with any credit terms agreed by TRA and confirmed in writing to the Customer; and
(b) in full and in cleared funds in pounds sterling (or such other currency as agreed between the Customer and TRA) to a bank account nominated in writing by TRA, and time for payment will be of the essence of the Contract.
5.10 If the Customer fails to make a payment due to TRA under the Contract by the due date, then, without limiting TRA’s remedies under clause 8.1, the Customer will 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 5.10 will accrue each day at 5% a year above the Barclays Bank base rate from time to time, but at 5% a year for any period when that base rate is below 0%.
5.11 All amounts due under the Contract will be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
5.12 If the Customer fails to make payment due to TRA under the Contract, TRA will withhold any course qualification/certificate completed by the Customer until payment is received in full to TRA.
6. Intellectual property rights
6.1 All Intellectual Property Rights in or arising out of or in connection with the Courses (other than Intellectual Property Rights in any materials provided by the Customer) will be owned by TRA.
6.2 TRA grants to the Customer a non-exclusive, royalty-free licence during the term of the Contract to copy the Courses (excluding materials provided by the Customer) for the purpose of receiving and using the Courses.
6.3 The Customer will not sub-license, assign or otherwise transfer the rights granted in clause 6.2.
6.4 The Customer grants TRA a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by the Customer to TRA for the term of the Contract for the purpose of providing the Courses to the Customer.
6.5 The Retrofit Academy CIC, The Retrofit Academy and The Retrofit Academy CIC logo are UK registered trademarks of The Retrofit Academy CIC. The Customer is not permitted to use them without TRA’s approval, unless they are part of material the Customer is using as permitted under Website/LMS use (Policies and Procedures – Retrofit Academy)
7. Data protection
The parties will comply with their data protection obligations as set out in TRA’s Privacy Policy (Policies and Procedures – Retrofit Academy).
8. Limitation of liability
8.1 The limits and exclusions in this clause reflect the insurance cover TRA has been able to arrange and the Customer is responsible for making its own arrangements for the insurance of any excess liability.
8.2 References to liability in this clause 8 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
8.3 Nothing in the Contract limits any liability for:
(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979;
(d) defective products under the Consumer Protection Act 1987; or
(e) any liability that legally cannot be limited.
8.4 Subject to clause 8.3, TRA’s total liability to the Customer will not exceed the greater of £1,000 or the amount paid by the Customer to TRA pursuant to the Contract to which any claim or liability relates.
8.5 Subject to clause 8.3, the following types of loss are wholly excluded:
(a) loss of profits, anticipated profits, revenues or anticipated savings, goodwill or business opportunity;
(b) loss of sales or business;
(c) loss of agreements or contracts;
(d) loss of anticipated savings;
(e) loss of use or corruption of software, data or information;
(f) loss of or damage to goodwill; and
(g) indirect or consequential loss.
8.6 TRA will only be liable if the Customer notifies TRA that it intends to make a claim in respect of an event within 12 months from the date of the Order to which such claim relates. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
8.7 This clause 8 will survive termination of the Contract.
9. Termination
9.1 In relation to Online Courses:
(a) If Customers are dealing as consumers (Individual Customer), they will be entitled to cancel any Order within the 14 day period commencing on the date TRA accepts the relevant Order unless the concerned Individual Customer has requested the right to download or access the Course Materials, Online Course/and or LMS confirming in writing that they are thereby losing such entitlement to cancel.
(b) if the Customer has not accessed the Online Courses or LMS after the 14 day cooling off period, then TRA will refund the Customer, deducting an administrative fee of 25% of the Course fee.
(c) Corporate Customers will not have any right of cancellation.
9.2 In relation to Tailored Courses that are being delivered alongside access to Online Courses, clause 9.1 will apply.
9.3 In relation to Tailored Courses, the Customer may postpone or cancel the delivery of Course by serving notice upon TRA. Where the Customer so postpones or cancels, the Customer will pay a cancellation fee. The amount of such fee will be dependent on the length of notice given and established by reference to the following table:
| Number of weeks’ notice given prior to course delivery | Cancellation Fee |
| Up to 8 weeks prior to the delivery of the Course | 30% of the total price payable |
| No less than 4 weeks and no more than 8 weeks prior to the delivery of the Course | 50% of the total price payable |
| Up to 4 weeks prior to delivery of the Course | 100% of the total price payable |
9.4 You agree that the above cancellation fees constitute a genuine pre-estimate of the expenses likely to be incurred by us as a result of your cancellation.
9.5 Unless cancellation is subject to clause 9.1 or 9.2, without affecting any other right or remedy available to it, TRA may terminate the Contract by giving the other party 14 days written notice.
9.6 Without affecting any other right or remedy available to it, TRA may terminate the Contract with immediate effect by giving written notice to the Customer if:
(a) the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 7 days of that party being notified in writing to do so;
(b) if it 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), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by 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;
(c) the Customer suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
(d) the Customer’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
(e) the Customer fails to pay any amount due under the Contract on the due date for payment; or
(f) the Customer breaches any obligations listed in clause 4 or under the Learner Contract; or[JP3.1]
(g) Become abusive to TRA or those employed by TRA
9.7 Without affecting any other right or remedy available to it, TRA may suspend the supply of Courses under the Contract or any other contract between the Customer and TRA if:
(a) the Customer fails to pay any amount due under the Contract on the due date for payment;
(b) the Customer becomes subject to any of the events listed in clause 9.2(c) or clause 9.2(d), or TRA reasonably believes that the Customer is about to become subject to any of them; and
(c) TRA reasonably believes that the Customer is about to become subject to any of the events listed in clause 9.2(b).
10. Consequences of termination
10.1 On termination or expiry of the Contract:
(a) the Customer will immediately pay to TRA all of TRA’s outstanding unpaid invoices and interest and, in respect of Courses supplied but for which no invoice has been submitted, TRA will submit an invoice, which will be payable by the Customer immediately on receipt;
(b) if asked to do so by TRA irretrievably delete the Course and all of the Course Materials from all electronic devices, and where hard copies of any Course materials exist to destroy all such copies and produce evidence of the same if asked to do so by TRA. If the Customer fails to do so, then TRA may enter the Customer’s premises and take possession of them. Until they have been irretrievably deleted and or destroyed, the Customer will be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract.
10.2 Termination or expiry of the Contract will not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
10.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract will remain in full force and effect.
11. LMS Use
11.1 The LMS is directed to people residing in the United Kingdom. TRA do not represent that content available on or through the LMS is appropriate for use or available in other locations without prior discussion with TRA.
11.2 TRA is the owner or the licensee of all intellectual property rights on the LMS, and in the material published on it. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.
11.3 The Customer may print off one copy, and may download extracts, of any page(s) from the LMS for personal use and the Customer may draw the attention of others within the Customer’s organisation to content posted on the LMS.
11.4 The Customer must not modify the paper or digital copies of any materials the Customer prints off or downloads in any way, and the Customer must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.
11.5 TRA’s status (and that of any identified contributors) as the authors of content on the LMS must always be acknowledged (except where the content is user-generated).
11.6 If the Customer prints off, copies, downloads, shares or reposts any part of the LMS in breach of these terms of service, the Customer’s right to use the LMS will cease immediately and the Customer must, at TRA’s option, return or destroy any copies of the materials the Customer has made (except that the Customer is permitted to print off a copy of these Conditions.
11.7 The Customer will not conduct, facilitate, authorise or permit any text or data mining or web scraping in relation to the LMS or any services provided via, or in relation to, the LMS for any purpose, including the development, training, fine-tuning or validation of AI systems or models. This includes using (or permitting, authorising or attempting the use of):
(a) Any “robot”, “bot”, “spider”, “scraper” or other automated device, program, tool, algorithm, code, process or methodology to access, obtain, copy, monitor or republish any portion of the LMS or any data, content, information or services accessed via the same.
(b) Any automated analytical technique aimed at analysing text and data in digital form to generate information or develop, train, fine-tune or validate AI systems or models which includes but is not limited to patterns, trends and correlations.
The provisions in this clause should be treated as an express reservation of TRA’s rights in this regard, including for the purposes of Article 4(3) of the Digital Copyright Directive ((EU) 2019/790).
11.8 The Customer will not use, and TRA does not consent to the use of, the LMS, or any data published by, or contained in, or accessible via the LMS or any services provided via, or in relation to, the LMS for the purposes of developing, training, fine-tuning or validating any AI system or model, or for any other purposes not explicitly set out in TRA’s Acceptable Use Policy: Policies and Procedures – Retrofit Academy. This clause will not apply insofar as (but only to the extent that) TRA is unable to exclude or limit text or data mining or web scraping activity by contract under the laws which are applicable to TRA.
11.9 The Customer may link to TRA’s home page, provided the Customer does so in a way that is fair and legal and does not damage TRA’s reputation or take advantage of it.
11.10 The Customer must not establish a link in such a way as to suggest any form of association, approval or endorsement on TRA’s part where none exists.
11.11 The Customer must not establish a link to the LMS in any website that is not owned by the Customer.
11.12 TRA reserves the right to withdraw linking permission without notice.
11.13 The website in which the Customer is linking must comply in all respects TRA’s Acceptable Use Policy (Policies and Procedures – Retrofit Academy).
11.14 If the Customer wishes to link to or make any use of content on the Website other than that set out above, please contact [email protected].
11.15 Whenever the Customer makes use of a feature that allows the Customer to create content directly on the LMS upload or share content to the LMS, or to make contact with other users of the LMS, the Customer must comply with the standards set out in our Acceptable Use Policy (Policies and Procedures – Retrofit Academy).
11.16 The Customer warrants that any such contribution complies with those standards, and the Customer is liable to TRA and indemnifies TRA for any breach of that warranty. This means TRA will be responsible for any loss or damage TRA suffer as a result of the Customers breach of warranty.
11.17 TRA will consider any content the Customer uploads to the LMS to be non-confidential and not protected by any trademark, patent or copyright (“non-proprietary”), that is, in the public domain. The Customer owns their content, but the Customer is required to grant TRA and other users of the LMS a limited licence to use, store and copy that content and to distribute and make it available to others.
11.18 TRA also has the right to disclose the Customer’s identity to anyone who is claiming that any content posted or uploaded by the Customer to the LMS violates their intellectual property rights or their right to privacy.
11.19 TRA has the right to remove any posting the Customer makes on the LMS if, in TRA’s opinion, the Customer’s post does not comply with the acceptable use standards set out in TRA’s Acceptable Use Policy (Policies and Procedures – Retrofit Academy).
11.20 If The Customer wishes to contact TRA in relation to content the Customer has uploaded to the LMS and that TRA has taken down, please contact [email protected].
11.21 The LMS may include information and materials uploaded by other users. This information and these materials have not been verified or approved by TRA. The views expressed by other users on the LMS do not represent TRA’s views or values.
11.22 The content on the LMS is provided for general information only. It is not intended to amount to advice on which The Customer should rely. The Customer must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on the LMS.
11.23 Although TRA make reasonable efforts to update the information on the LMS, TRA makes no representations, warranties or guarantees, whether express or implied, that the content on the LMS is accurate, complete or up to date.
11.24 Where the LMS contains links to other sites and resources provided by third parties, these links are provided for the Customer’s information only. Such links should not be interpreted as approval by TRA of those linked websites or information the Customer may obtain from them. TRA have no control over the contents of those sites or resources.
11.25 TRA does not guarantee that the LMS will be secure or free from bugs or viruses
11.26 The Customer is responsible for configuring their information technology, computer programs and platform to access the LMS. The Customer should use their own virus protection software.
11.27 The Customer must not misuse the LMS by knowingly introducing viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful, or otherwise harmfully interacting with the LMS or any part of it. The Customer must not attempt to gain unauthorised access to the LMS, the server on which the LMS is stored or any server, computer or database connected to the LMS, or any other equipment or network connected with the LMS. The Customer must not interfere with, damage or disrupt any software used in the provision of the LMS or any equipment or network or software owned or used by any third party on which the LMS relies in any way. The Customer must not attack the LMS via a denial-of-service attack or a distributed denial-of-service attack. By breaching this provision, the Customer would commit a criminal offence under the Computer Misuse Act 1990. TRA will report any such breach to the relevant law enforcement authorities and TRA will co-operate with those authorities by disclosing the Customer’s identity to them. In the event of such a breach, The Customer’s right to use the LMS will cease immediately.
11.28 TRA will only use the Customer’s personal information as set out in TRA’s privacy policy (Policies and Procedures – Retrofit Academy).
12. General
12.1 Force Majeure. Neither party will be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.
12.2 Assignment and other dealings.
(a) TRA may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.
(b) The Customer will not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of TRA.
12.3 Confidentiality.
(a) Each party undertakes that it will not at any time during the Contract, and for a period of two years after termination or expiry of the Contract, disclose to any person any confidential information concerning the business, affairs, customers, clients or TRAs of the other party, except as permitted by clause 12.3(b).
(b) Each party may disclose the other party’s confidential information:
(i) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party will ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 12.3; and
(ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
(c) Neither party will use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.
(d) All correspondence with lecturers, trainers, consultants, authors or anyone else providing Live Courses or Course Materials on behalf of TRA must be communicated through TRA.
12.4 Non-Solicitation
(a) From acceptance of the Order for a restricted period of eighteen months thereafter, the Customer will not (without the prior written consent of TRA) attempt to solicit or entice away from TRA or engage or employ, or procure the engagement or employment of, any person who at the date of delivery of the Courses, to the Customer’s knowledge, is (or has agreed to be):
(i) an employee or consultant of TRA; or
(ii) a customer, supplier, licensor, licensee or collaborative partner of TRA
12.5 Entire agreement.
(a) The Contract constitutes 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.
(b) Each party acknowledges that in entering into the Contract it does not rely on and will have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it will have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
(c) Nothing in this clause will limit or exclude any liability for fraud.
12.6 Variation. Except as set out in these Conditions, no variation of the Contract will be effective unless it is in writing and signed by the parties (or their authorised representatives).
12.7 Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and will not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law will not constitute a waiver of that or any other right or remedy, nor will it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law will prevent or restrict the further exercise of that or any other right or remedy.
12.8 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it will be deemed deleted, but that will not affect the validity and enforceability of the rest of this agreement. If any provision or part-provision of this Contract deleted under this clause 11.7 the parties will negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
12.9 Notices.
(a) Any notice given to a party under or in connection with the Contract 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 [email protected].
(b) Any notice will be deemed to have been received:
(i) if delivered by hand, at the time the notice is left at the proper address;
(ii) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or
(iii) if sent by email 24 hours of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 12.9 business hours mean 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
(c) This clause 11.8 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.
12.10 Third party rights.
(a) Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
(b) The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.
12.11 Governing law. The 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 will be governed by and construed in accordance with the law of England and Wales.
12.12 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales will have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.
Table Of Contents
5. Access to membership platform and Supply of online Courses
6. Intellectual property rights
10. Consequences of termination
1. Interpretation
The following definitions and rules of interpretation apply in these Conditions.
1.1 Definitions:
Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Commencement Date: has the meaning given in clause 2.
Conditions: these terms and conditions as amended from time to time in accordance with clause 5.
Contract: the contract between TRA and the Customer for the supply of Courses in accordance with these Conditions.
Control: has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of control will be construed accordingly.
Corporate Membership: Memberships purchased by any company, partnership, or incorporated or unincorporated body and Corporate Member will be construed accordingly.
Courses: the Online Courses supplied by TRA to the Customer as set out in clause 5.
Course Materials: all materials, equipment, documents and other property of TRA.
Customer: the person or firm who purchases the Membership from TRA.
Customer Default: has the meaning set out in clause 2.
Individual Membership: Memberships purchased by any individual(s) and Individual Member will be construed accordingly.
Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Membership: all memberships with various benefits determined by TRA.
Membership Platform: The online platform used by the Customer to access Membership benefits.
Online Courses: Courses delivered by TRA as part of the Membership.
Order: the Customer’s order for the Membership as set out in the relevant order form whether in paper or electronic form or input via TRA’s website.
TRA: The Retrofit Academy Community Interest Company whose registered office address is The Retrofit Academy CIC, Suite 3, First Floor, The Limes, The Hollies, 120 Newport Road, Stafford, ST16 1BY.
Website: www.retrofitacademy.org
1.2 Interpretation:
(a) Unless expressly provided otherwise in this Contract, a reference to legislation or a legislative provision:
(i) is a reference to it as amended, extended or re-enacted from time to time; and
(ii) will include all subordinate legislation made from time to time under that legislation or legislative provision.
(b) Any words following the terms including, include, in particular, for example or any similar expression, will be construed as illustrative and will not limit the sense of the words, description, definition, phrase or term preceding those terms.
(c) A reference to writing or written includes email.
2. Basis of contract
2.1 The Order constitutes an offer by the Customer to purchase a Membership in accordance with these Conditions.
2.2 The Order will only be deemed to be accepted when TRA issues written acceptance of the Order at which point, and on which date the Contract will come into existence (Membership Commencement Date).
2.3 Any price detailed on the Website provided by TRA are issued or published for the sole purpose of giving an approximate cost of the Membership and will not form part of the Contract or have any contractual force.
2.4 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
2.5 Any quotation given by TRA will not constitute an offer and is only valid for a period of 30 Business Days from its date of issue.
2.6 These Conditions refer to the following additional terms, which also apply to the Customer’s use of TRA’s Website:
(a) TRA’s Privacy Policy (Policies and Procedures – Retrofit Academy), which explains how TRA collect, use and store the Customer’s personal data; and
(b) TRA’s Acceptable Use Policy (Policies and Procedures – Retrofit Academy).
3. Customer’s obligations
3.1 The Customer will:
(a) ensure that all information provided to TRA in or in relation to any Order are complete and accurate;
(b) co-operate with TRA in all matters relating to the Membership.
(c) indemnify TRA in respect of any costs, claims, demands, losses or liabilities (including reasonable legal fees) incurred by TRA because of or arising in any way from a claim by a third party which results from any breach by the Customer of the provisions contained in these Terms.
3.2 If TRA’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):
(a) without limiting or affecting any other right or remedy available to it, TRA will have the right to suspend access to the Membership Platform until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays TRA’s performance of any of its obligations;
(b) TRA will not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from TRA’s failure or delay to perform any of its obligations as set out in this clause 3.2; and
(c) the Customer will reimburse TRA on written demand for any costs or losses sustained or incurred by TRA arising directly or indirectly from the Customer Default.
4. Memberships
4.1 Corporate Memberships will commence on the Membership Commencement Date with an annual Membership fee as detailed on the Website or advised by TRA. The Membership will continue for 12 months from that date (Membership Term).
4.2 Individual Memberships will commence on the Membership Commencement Date with an annual Membership fee as detailed on the Website or advised by TRA. The Membership will continue for 12 months unless and until terminated in accordance with clause 9.1.
4.3 TRA will have the right, at any time by serving written notice on the Customer (which notice may be served by the sending from TRA’s server of an email to the email address set out on the Order), to terminate the Membership if the Customer is in breach of these Conditions. TRA reserves the right, in its sole discretion, to suspend the Membership at any time without notice.
4.4 In relation to new Orders, by placing any Order for Membership, the Customer is required to complete an application form and submit the same to TRA. The customer warrants that by placing such Order, the information contained within the application form is current, complete and accurate.
4.5 TRA may at any time increase the price of future renewals of any Membership by notifying the Customer prior to the commencement of the renewal of their Membership.
4.6 The Membership Fee will be paid no later than the Membership Commencement Date in respect of the first year of the Membership and by the anniversary of that date in respect of renewal.
4.7 If the Customer fails to make a payment due to TRA under the Contract by the due date, then, without limiting TRA’s remedies under clause 8.1, the Customer will 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 4.7 will accrue each day at 5% a year above the Barclays Bank base rate from time to time, but at 5% a year for any period when that base rate is below 0%.
4.8 If the Customer chooses, or the Customer is provided with, a user identification code, password or any other piece of information as part of TRA’s security procedures, the Customer must treat such information as confidential. The Customer must not disclose it to any third party.
4.9 TRA has the right to disable any Membership or password, whether chosen by the Customer allocated by TRA, at any time, if in TRA’s reasonable opinion that the Customer has failed to comply with any of the provisions of these Conditions.
4.10 If the Customer knows or suspects that anyone other than the Customer knows the Customers user identification code or password, the Customer must promptly notify TRA at [email protected].
5. Access to membership platform and Supply of online Courses
5.1 Subject to clause 5.2, TRA will make the Membership Platform available to the Customer in all material respects in accordance with the Order.
5.2 TRA reserves the right to amend the Membership Platform if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Membership, and TRA will notify the Customer in any such event.
5.3 TRA will endeavour to make the material on the Membership Platform available but cannot guarantee that they will operate continuously or without interruptions which could affect use of the Membership may provide links to other websites, which are not under the control of TRA. TRA will not be responsible in any way for the content of any such other websites. The Customer acknowledges that TRA provides such links only as a convenience and that the inclusion of any link does not imply any kind of endorsement by TRA.
5.4 Information on the Membership Platform is provided for general information and illustrative purposes only and do not constitute financial, legal or other professional advice.
6. Intellectual property rights
6.1 All Intellectual Property Rights in or arising out of or in connection with the Membership (other than Intellectual Property Rights in any materials provided by the Customer) will be owned by TRA.
6.2 TRA grants to the Customer a non-exclusive, royalty-free licence during the term of the Contract to copy any materials available on the Membership Platform (excluding materials provided by the Customer) during the Membership Term for the purpose of receiving and using the Membership.
6.3 The Customer will not sub-license, assign or otherwise transfer the rights granted in clause 6.2.
6.4 The Customer grants TRA a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by the Customer to TRA for the term of the Contract for the purpose of providing the Online Courses to the Customer.
7. Data protection
The parties will comply with their data protection obligations as set out in TRA’s Privacy Policy (Policies and Procedures – Retrofit Academy).
8. Limitation of liability
8.1 The limits and exclusions in this clause reflect the insurance cover TRA has been able to arrange and the Customer is responsible for making its own arrangements for the insurance of any excess liability.
8.2 References to liability in this clause 8 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
8.3 Nothing in the Contract limits any liability for:
(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979;
(d) defective products under the Consumer Protection Act 1987; or
(e) any liability that legally cannot be limited.
8.4 Subject to clause 8.3, TRA’s total liability to the Customer will not exceed the greater of £1,000 or the amount paid by the Customer to TRA pursuant to the Contract to which any claim or liability relates.
8.5 Subject to clause 8.3, the following types of loss are wholly excluded:
(a) loss of profits, anticipated profits, revenues or anticipated savings, goodwill or business opportunity;
(b) loss of sales or business;
(c) loss of agreements or contracts;
(d) loss of anticipated savings;
(e) loss of use or corruption of software, data or information;
(f) loss of or damage to goodwill; and
(g) indirect or consequential loss.
8.6 TRA will only be liable if the Customer notifies TRA that it intends to make a claim in respect of an event within 12 months from the date of the Order to which such claim relates. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
8.7 This clause 8 will survive termination of the Contract.
9. Termination of membership
9.1 Individual Memberships will be terminated by the Customer serving at least one month notice at any time such notice to take effect on the next following anniversary of the Membership Commencement Date.
9.2 If they are dealing as consumers, Individual Members will be entitled to cancel any Order within the 14 day period commencing on the date TRA accepts the relevant Order unless the Individual Member concerned has requested the right to download or access the Course Materials confirming in writing that they are thereby losing such entitlement to cancel.
9.3 Corporate Memberships will be terminated at the end of the Membership Term, unless the Customer wishes to renew their Subscription for a further 12 months.
9.4 Corporate Members will not have any right of cancellation.
9.5 Unless cancellation is subject to clause 9.1 without affecting any other right or remedy available to it, TRA may terminate the Contract by giving the other party one month written notice.
9.6 Without affecting any other right or remedy available to it, TRA may terminate the Contract with immediate effect by giving written notice to the other party if:
(a) the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 7 days of that party being notified in writing to do so;
(b) the other party 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), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by 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;
(c) 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; or
(d) the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
(e) the Customer uses abusive or threatening behaviour to TRA or an agent of TRA.
9.7 Without affecting any other right or remedy available to it, TRA may suspend access to the Membership Platform under the Contract or any other contract between the Customer and TRA if:
(a) the Customer fails to pay any amount due under the Contract on the due date for payment;
(b) the Customer becomes subject to any of the events listed in clause 9.5(c) or clause 9.5(d), or TRA reasonably believes that the Customer is about to become subject to any of them; and
(c) TRA reasonably believes that the Customer is about to become subject to any of the events listed in clause 9.5(b). If the Customer terminates the Membership or the Membership is terminated as a result of any of the events listed in clause 9.5 or clause 9.6, the Customer will not be entitled to a refund of payment.
10. Consequences of termination
10.1 On termination or expiry of the Contract irretrievably delete all of the Course Materials from all electronic devices. If the Customer fails to do so, then TRA may enter the Customer’s premises and take possession of them. Until they have been irretrievably deleted, the Customer will be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract.
10.2 Termination or expiry of the Contract will not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
10.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract will remain in full force and effect.
11. Membership Platform Use
11.1 The Membership Platform is only for users in the UK.
11.2 The Membership Platform is directed to people residing in the United Kingdom. TRA do not represent that content available on or through the Membership Platform is appropriate for use or available in other locations.
11.3 TRA is the owner or the licensee of all intellectual property rights on the Membership Platform, and in the material published on it. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.
11.4 The Customer may print off one copy, and may download extracts, of any page(s) from the Membership Platform for personal use and the Customer may draw the attention of others within the Customer’s organisation to content posted on the Membership Platform.
11.5 The Customer must not modify the paper or digital copies of any materials the Customer prints off or downloads in any way, and the Customer must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.
11.6 TRA’s status (and that of any identified contributors) as the authors of content on the Membership Platform must always be acknowledged (except where the content is user-generated).
11.7 If the Customer prints off, copies, downloads, shares or reposts any part of the Membership Platform in breach of these terms of service, the Customer’s right to use the Membership Platform will cease immediately and the Customer must, at TRA’s option, return or destroy any copies of the materials the Customer has made (except that the Customer is permitted to print off a copy of these Conditions.
11.8 The Customer will not conduct, facilitate, authorise or permit any text or data mining or web scraping in relation to the Membership Platform or any services provided via, or in relation to, the Membership Platform for any purpose, including the development, training, fine-tuning or validation of AI systems or models. This includes using (or permitting, authorising or attempting the use of):
(i) Any “robot”, “bot”, “spider”, “scraper” or other automated device, program, tool, algorithm, code, process or methodology to access, obtain, copy, monitor or republish any portion of the Membership Platform or any data, content, information or services accessed via the same.
(ii) Any automated analytical technique aimed at analysing text and data in digital form to generate information or develop, train, fine-tune or validate AI systems or models which includes but is not limited to patterns, trends and correlations.
The provisions in this clause should be treated as an express reservation of TRA’s rights in this regard, including for the purposes of Article 4(3) of the Digital Copyright Directive ((EU) 2019/790).
11.9 The Customer will not use, and TRA does not consent to the use of, the Membership Platform, or any data published by, or contained in, or accessible via the Membership Platform or any services provided via, or in relation to, the Membership Platform for the purposes of developing, training, fine-tuning or validating any AI system or model or for any other purposes not explicitly set out in TRA’s (Policies and Procedures – Retrofit Academy). This clause will not apply insofar as (but only to the extent that) TRA is unable to exclude or limit text or data mining or web scraping activity by contract under the laws which are applicable to TRA.
11.10 The Customer may link to TRA’s home page, provided the Customer does so in a way that is fair and legal and does not damage TRA’s reputation or take advantage of it.
11.11 The Customer must not establish a link in such a way as to suggest any form of association, approval or endorsement on TRA’s part where none exists.
11.12 TRA reserves the right to withdraw linking permission without notice.
11.13 The website in which the Customer is linking must comply in all respects TRA’s Acceptable Use (Policies and Procedures – Retrofit Academy)
11.14 If the Customer wishes to link to or make any use of content on the Website other than that set out above, please contact [email protected].
11.15 The Customer warrants that any such contribution complies with those standards, and the Customer is liable to TRA and indemnifies TRA for any breach of that warranty. This means TRA will be responsible for any loss or damage TRA suffer as a result of the Customers breach of warranty.
11.16 TRA will consider any content the Customer uploads to the Membership Platform to be non-confidential and not protected by any trademark, patent or copyright (“non-proprietary”), that is, in the public domain. The Customer owns their content, but the Customer is required to grant TRA a limited licence to use, store and copy that content and to distribute and make it available to others.
11.17 TRA also has the right to disclose the Customer’s identity to anyone who is claiming that any content posted or uploaded by the Customer to the Membership Platform violates their intellectual property rights or their right to privacy.
11.18 TRA has the right to remove any posting the Customer makes on the Membership Platform if, in TRA’s opinion, the Customer’s post does not comply with the acceptable use standards set out in TRA’s (Policies and Procedures – Retrofit Academy).
11.19 If The Customer wishes to contact TRA in relation to content the Customer has uploaded to the Membership Platform and that TRA has taken down, please contact [email protected].
11.20 The Membership Platform may include information and materials uploaded by other users. This information and these materials have not been verified or approved by TRA. The views expressed by other users on the Membership Platform do not represent TRA’s views or values.
11.21 The content on the Membership Platform is provided for general information only. It is not intended to amount to advice on which The Customer should rely. The Customer must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on the Membership Platform.
11.22 Although TRA make reasonable efforts to update the information on the Membership Platform, TRA makes no representations, warranties or guarantees, whether express or implied, that the content on the Membership Platform is accurate, complete or up to date.
11.23 Where the Membership Platform contains links to other sites and resources provided by third parties, these links are provided for the Customer’s information only. Such links should not be interpreted as approval by TRA of those linked websites or information the Customer may obtain from them. TRA have no control over the contents of those sites or resources.
11.24 TRA does not guarantee that the Membership Platform will be secure or free from bugs or viruses
11.25 The Customer is responsible for configuring their information technology, computer programs and platform to access the Membership Platform. The Customer should use their own virus protection software.
11.26 The Customer must not misuse the Membership Platform by knowingly introducing viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful, or otherwise harmfully interacting with the Membership Platform or any part of it. The Customer must not attempt to gain unauthorised access to the Membership Platform, the server on which the Membership Platform is stored or any server, computer or database connected to the Membership Platform, or any other equipment or network connected with the Membership Platform. The Customer must not interfere with, damage or disrupt any software used in the provision of the Membership Platform or any equipment or network or software owned or used by any third party on which the Membership Platform relies in any way. The Customer must not attack the Membership Platform via a denial-of-service attack or a distributed denial-of-service attack. By breaching this provision, the Customer would commit a criminal offence under the Computer Misuse Act 1990. TRA will report any such breach to the relevant law enforcement authorities and TRA will co-operate with those authorities by disclosing the Customer’s identity to them. In the event of such a breach, The Customer’s right to use the Membership Platform will cease immediately.
TRA will only use the Customer’s personal information as set out in TRA’s privacy policy (Policies and Procedures – Retrofit Academy)
12. General
12.1 Force majeure. Neither party will be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.
12.2 Assignment and other dealings.
(i) TRA may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.
(ii) The Customer will not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of TRA.
12.3 Confidentiality.
(i) Each party undertakes that it will not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or TRAs of the other party, except as permitted by clause 12.3(ii).
(ii) Each party may disclose the other party’s confidential information:
a) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party will ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 12.3; and
b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
(iii) Neither party will use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.
12.4 Entire agreement.
(i) The Contract constitutes 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.
(ii) Each party acknowledges that in entering into the Contract it does not rely on and will have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it will have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
(iii) Nothing in this clause will limit or exclude any liability for fraud.
12.5 Variation. Except as set out in these Conditions, no variation of the Contract will be effective unless it is in writing and signed by the parties (or their authorised representatives).
12.6 Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and will not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law will not constitute a waiver of that or any other right or remedy, nor will it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law will prevent or restrict the further exercise of that or any other right or remedy.
12.7 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it will be deemed deleted, but that will not affect the validity and enforceability of the rest of this agreement. If any provision or part-provision of this Contract deleted under this clause 12.7 the parties will negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
12.8 Notices.
(i) Any notice given to a party under or in connection with the Contract 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 [email protected].
(ii) Any notice will be deemed to have been received:
a) if delivered by hand, at the time the notice is left at the proper address;
b) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or
c) if sent by email 24 hours of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 12.8(ii)c), business hours mean 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
(iii) This clause 12.8 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.
12.9 Third party rights.
(i) Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
(ii) The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.
12.10 Governing law. The 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 will be governed by and construed in accordance with the law of England and Wales.
12.11 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales will have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.