Agreement means these terms and conditions;
Client means any person, firm or company to whom the Company provides services, either directly or on behalf of such person, firm or company;
Company means Avery Hill Education Limited;
Fees means the fees due for the Services;
Materials means all information, instructions and materials provided to the Client during the provision of the Services, including webinars;
Services means the services provided by the Company;
Tutor means any tutor, whether engaged as an employee or independent contractor, who provides the Services to the Client on behalf of the Company;
Website Content means all materials on the Website, including all information, data, text, recordings, images and software.
2. Provision of Services
2.1. The Company shall use reasonable endeavours to ensure that a Tutor attends all lessons. The Company shall not be liable to the Client (except to offer a replacement lesson) if the Tutor does not attend a lesson due to ill health, a family emergency and/or reasons beyond the reasonable control of the Tutor.
2.2 The Company makes reasonable efforts to investigate the backgrounds and experience of its Tutors, but does not make any representation or warranty (a) as to the ability, competence, or quality of any Tutor and/or (b) that the information provided by any Tutor is true, accurate, current and/or complete. If the Client is dissatisfied with a Tutor it shall promptly notify the Company.
2.3 If an allocated Tutor, for whatsoever reason is no longer available to deliver the course, the Company reserves the right to substitute the tutor and will advise the Client accordingly.
2.4 The Company shall notify the Client if it becomes aware that the Tutor no longer intends to provide the Services, and the Company shall use reasonable endeavours to find an alternative Tutor.
3. Client’s Obligations
3.1 The Client shall comply with the terms of this Agreement.
3.2 The Client shall be solely responsible for ensuring that the Services are appropriate and suitable for its needs notwithstanding any recommendations or otherwise from the Company.
3.3 The Client shall attend each lesson at the scheduled time and behave appropriately towards Tutors and fellow students during each lesson and throughout the course.
3.4 The Client shall adhere to any standards and rules set by the Company the provision of the Services.
3.5 The Client shall not use the Services of or approach any Tutor introduced to the Client for the provision of the Services, whether directly or indirectly, other than through the Company.
3.6 In the event that Client breaches Clause 3.5, the Client shall pay to the Company by way of compensation the total Fees paid to the Tutor for any Services rendered. The Client agrees that this is a fair and equitable measure of liquidated damages due to the Company in the event of such a breach.
4. Fees & Payment
4.1 The Client shall pay the total amount of the Fees within ten (10) days of the date of the invoice.
4.2 The Fees and all other sums payable to the Company are exclusive of Value Added Tax and all taxes or duties which may be levied or based upon such fee rates or sums or any part thereof and shall be made by bank transfer in the currency and to the bank account designated in the invoice.
4.3 No booking is valid and no contract exists between the Company and the Client until such time as the Company has issued a course confirmation by email acknowledging receipt of payment.
5. Cancellation of Courses & Lessons
5.1 The Company reserves the right to cancel any booking if payment is not received in accordance with these terms and conditions.
5.2 In the event that the Client seeks to cancel a course or reschedule the course, such cancellations or rescheduling shall only be accepted by the Company if made in writing and received at least ten (10) days before the commencement of the course. In such cases, a ten percent (10%) administration fee will be deducted from the Fees. If the course is cancelled by the Client less than ten (10) days prior to the confirmed commencement date, the Fees shall be non-refundable. All payments are non-refundable once a course has commenced. The parties agree the Company invests considerable costs in the production, marketing and organisation of its courses and that this sum provides reasonable liquidated damages and not a penalty in advance settlement of damages to the Company that will arise from the Client’s cancellation.
5.3 No refunds are available for non-attendance either on a course or individual lessons. In cases where the Client fails to attend a lesson, the lesson will not be rescheduled.
6. Alternation to Courses
The Company will make every reasonable effort to adhere to the course offered but reserves the right to alter course content, to change course dates, omit course features or merge the course with another course, postpone the course for one week or offer alternative dates and levels as it deems necessary without penalty and in such cases no refunds, part refunds or alternative offers shall be made.
7. Intellectual Property Rights & Course Materials
7.1 All intellectual property rights in the Website Content and all of the materials, reports, documentation and information produced, supplied, prepared or distributed to Client or otherwise created in the provision of the courses shall remain vested in and be the absolute property of the Company. Any unauthorized duplication, publication, distribution or sale of any course materials to any third party is strictly prohibited. Unlicensed copy of any course materials is illegal.
7.2 The Client shall not record or copy all or part of the Materials except with the expressed permission of the Company and shall not: (a) remove, suppress or modify any marking from the Materials and (b) reproduce, redistribute, sell, create derivative works from the Materials.
7.3 Subject to full payment of all Fees, the Company grants the Client a non-exclusive, non-transferable right to access, download and use the Materials strictly for the purpose of receiving the Services.
8. Confidentiality & Publicity
8.1 “Confidential Information”means all information which:
8.1.1 relates to operations, plans, know-how, trade secrets, business affairs, personnel, Clients or suppliers of any party; or
8.1.2 the receiving party knows is regarded by the disclosing party as the confidential information of the disclosing party; or
8.1.3 is identified as confidential by the disclosing party including, without limitation, this Agreement.
8.2 The parties agree that except where the other party has agreed in writing otherwise that they shall treat as secret and confidential and not at any time for any reason to disclose or permit to be disclosed to any person or otherwise make use of the other party’s Confidential Information where knowledge or details of the Confidential Information were received during this Agreement and upon termination of this Agreement for whatever reason the parties will, upon request, deliver up to the other all working papers or other material and copies provided to it pursuant to this Agreement. The provisions of this Clause 8.2 shall not apply to Confidential Information which:
8.2.1 is or comes into the public domain through no fault of the recipient, its officers, employees, agents or contractors;
8.2.2 is lawfully received from a third party free of any obligation of confidence at the time of its disclosure;
8.2.3 is independently developed by the recipient, its officers, employees, agents or contractors; or
8.2.4 is required by law, by regulatory authority, by court or governmental order to be disclosed provided that, to the extent permitted by law, prior to any disclosure, the recipient notifies the disclosing party and, at the disclosing party’s request and cost, assists the disclosing party in opposing any such disclosure.
8.3 Notwithstanding any other provision of this Agreement the Company may refer to the Client in the Company’s marketing material as being a client of the Company
9. Photographs & Filming
9.1 The Client shall not film or otherwise record any course or individual lessons of any course without the expressed written consent of the Company.
9.2 The Client hereby grants and the Company the right to use any film, photograph or testimonials on its website and promotional materials including brochures, banners, flyers, posters or such other promotional media unless the Company is advised in writing prior to the commencement of the course to the contrary.
10. Computer Equipment
10.1 You are responsible for ensuring that your computer system meets all relevant technical specifications which are compatible with and/or necessary to run and use the courses and/or website including any other website which may be required to run the courses.
10.2 Although the Company has taken all reasonable steps to ensure that email and other methods of electronic communication are virus free, it does not assume responsibility for any loss of data or damage caused by any virus or malware. It is your responsibility to ensure that all reasonable steps and appropriate checks and taken to protect your computer.
11. Limitation of Liability
11.1 The Company shall not be liable for any direct or indirect damages (including without limitation, any kind of special, indirect, consequential or pure economic loss whether or not advised of the possibility of same), claims, demands, action, proceeding,losses, costs, expenses (including legal fees) or other liability whatsoever incurred by the Client as a result of any act or omission of a Tutor.
11.2 No warranties, conditions or representations, express or implied, are given to the Client by the Company and except as expressly stated in this Agreement, all warranties and conditions, whether express or implied by statute, law, regulations or otherwise are hereby excluded to the extent permitted by law.For the avoidance of doubt and in particular, the Company does not warrant that the Client will reach any particular of competency, pass and exam or receive any particular grade.
11.3 The entire liability of the Company under or in connection with this Agreement is limited to the Fees for the course, except as otherwise expressly provided.
12.1 No failure or delay by the Company in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof nor shall any single or partial exercise by the Company of any right, power or privilege hereunder preclude any further exercise thereof of any right, power or privilege.
12.2 Any notice or communication given or required under this Agreement shall be in writing and may be served by personal delivery or by leaving the same at or by sending the same by first class post or by email addressed in the case of the Company to its registered office from time to time or email address and in the case of the Client to the address or email address provided from time to time by the Client.
12.3 This Agreement supersedes all other agreements whether written or oral between the Company and the Client.
12.4 Nothing in this Agreement is intended to confer any rights under the Contracts (Rights of Third Parties) Act 1999 on any person not a party to this Agreement other than a Group Company (Group being as defined in s736 of the Companies Act 1985) and no consent of any such person shall be needed for the termination or amendment of this agreement or any terms hereunder.
12.5 This Agreement shall not be amended, modified, varied or supplemented except in writing signed by duly authorised representatives of the parties.
12.6 The Client may not assign any rights or delegate or transfer any duties or obligations under this Agreement without the Company’s prior written consent. The Company may assign this Agreement to a subsidiary, parent or other affiliated company.
12.7 The Company shall not be liable for any default or delay in the performance of its obligations due to any causes beyond its control.
11.8 This Agreement shall be executed in English and only the English version shall be binding, even though a translation into some other language may be prepared.
12.9 The Company may vary these Terms and Conditions from time to time and shall post any amendments on the Website. Any such changes shall not affect any Services booked and paid by the Client prior to the posting of the changes.
12.10 The parties agree that any dispute in the meaning, effect, or validity of these Terms and Conditions shall be resolved in accordance with English law and shall be subject to the exclusive jurisdiction of the English courts. The parties further agree that if one or more provisions of this Agreement is/are held to be unenforceable under applicable English law, such provision(s) shall be excluded from this agreement and the balance of the Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms.