1.1 In these terms and
conditions "we" and "us" means New Cognition Consulting,
and "you" means you the customer. For your ease of reference these
defined terms are listed together at the end of the terms and conditions. These
terms and conditions together with your order constitute the contract between
us and you for the supply of products. No other terms and conditions shall
apply. The contract cannot be varied unless we agree to vary it in writing or
by email.
1.2 By accessing or using
the New Cognition Consulting website you agree to be bound by the terms and
conditions below.
1.3 In these Conditions:
a) 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 corporate
bodies, unincorporated associations and partnerships.
b) 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.
c) Any reference to a
Condition is to a condition in these Conditions.
d) Headings are included
for ease of reference only and shall not affect the interpretation or
construction of these Conditions.
2.1 We understand the
importance of maintaining and protecting your privacy. When you place an order
we need to know certain vital information about you to process your order. This
information includes: your name, home or company address, email address, delivery
address, telephone number. This information is required to process and fulfil
your order and to notify you, if necessary, about the status of your order
(e.g. if a particular product is out of stock). Your telephone number is
required so that we can contact you quickly if necessary, for example, if there
is a problem with your order.
2.2 We ask for details of
your email address when you register for training. We may use your email
address to contact you. If we are unable to contact you by email then we may
contact you by any other suitable method reasonably available.
2.3 We use the
information we hold about you to monitor the use of the New Cognition
Consulting website and to keep records of traffic flows to the site. We may
also use the information we collect to notify you about functionality changes
of the service and new products and services in areas that are of interest to
you, unless you have indicated otherwise.
2.4 "Cookies"
are small pieces of information stored on your computer's hard drive by your
web browser. The cookies that we use contain no personal information that could
be used to identify you and are used only as part of the shopping service we
provide - such as the storage of titles in your shopping basket between visits.
It is possible to configure your browser so that cookies are not used
automatically but this may prevent you from having the benefit of some of the
site's features.
2.5 In order to fulfil
our obligations under the UK Data Protection Acts of 1984 and 1998 we do our utmost
to prevent unauthorised access to your information by following very strict
procedures about the storage and disclosure of your information. To protect
against unauthorised access to your password and your computer ensure you log
off when you have finished using your computer.
2.6 We may abstract
statistics about our customers, sales, traffic patterns and related site
information to be used internally, but such statistics will not include any
personal information that would identify you.
2.7 We work closely with
other organisations and individuals to perform functions on our behalf.
Examples include fulfilling orders, delivering packages, sending postal mail
and email, processing credit card payments and customer service. They are
provided with personal information necessary to perform that task and may not
use it for other purposes.
2.8 Account and other
personal information will be released by us only when we believe it is
necessary to comply with law.
2.9 We may update this
policy from time to time and we advise you to check it regularly so that you
are aware of any changes. We would welcome any feedback you may have on
privacy. Please email any comments to sales@newcognitionconsulting.co.uk
3.1 We will not be liable
for any loss or damage suffered or incurred by you arising from our delay in
fulfilling or failure to fulfil or otherwise discharge any of our obligations
under the contract, to the extent that such delay or failure is caused by any
circumstance beyond our reasonable control.
4 GOVERNING LAW AND JURISDICTION
4.1 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 New Cognition Consulting may
pursue any claim it may have against Client in any jurisdiction in which Client
has assets.
5 PRICES
5.1 The prices for the
products will be the prices indicated on the New Cognition Consulting website,
but are subject to change.
6.1 By placing an order,
you make an offer to us to purchase the products you have selected on these
terms and conditions. We may or may not accept your offer at our discretion. If
we accept your order, we will notify you of our acceptance by issuing an order
confirmation. We will send your order confirmation to you by email or verbally
over the phone.
6.2 If we cannot accept
your order we will contact you by email or telephone.
6.3 Information contained
on the New Cognition Consulting website constitutes an invitation to treat. No
such information constitutes an offer by us to supply any products.
7.1 Subject to these
terms and conditions, we will supply to you the products indicated on your
order confirmation.
8.1 Issuance of an Order
Confirmation by the Client constitutes an acceptance by Client to be bound by
these Conditions and the terms of the Quotation. These Conditions and the
Quotation are the basis upon which New Cognition Consulting provides the Course
to Client and shall apply to all dealings between New Cognition Consulting and
Client to the exclusion of all other terms and conditions which Client may
purport to apply under any correspondence, Order, or other document.
*8.2 In the event of any
inconsistency or conflict between these Conditions and the Quotation then the
terms of the Quotation shall prevail.
8.3 New Cognition
Consulting shall be entitled to vary these Conditions acting reasonably from
time to time without notice and any such variation shall be binding on the
Client with effect from the date on which such change is notified to Client.
9.1 Save for the Course
Programme, any description, advertisement or documentation issued by New
Cognition Consulting and any description contained on the New Cognition
Consulting website, or any catalogues relating to the Course are issued and
published for the sole purpose of giving the Client and other people a general
idea of the Course, its content and objectives. Although New Cognition
Consulting makes every effort to ensure that information about the Course is
correct, the Client acknowledges and agrees that sometimes such information may
be incomplete, out of date or inaccurate and the Client places no reliance on it whatsoever.
9.2 If the Client does wish to rely on a particular piece of
information about the Course then the Client must inform New Cognition Consulting
before taking any action based on such information and, if New Cognition
Consulting is happy for the Client to rely on this information about the Course
then one of New Cognition Consulting's staff will confirm this to the Client in
writing. In no other circumstances may the Client rely on any particular piece
of information about the Course and New Cognition Consulting shall have no
liability for any reliance placed on such information by the Client unless the
information provided is fraudulent.
10.1.1 New Cognition Consulting shall invoice Client for the
Course Fee no later than 28 days before the Course Date or as otherwise set out
in the Quotation.
10.1.2 The Client shall pay the Course Fee within 30 days of the
date of the Invoice unless otherwise set out in the Quotation, or agreed in
writing between the parties.
10.1.3 Should more individuals attend the Course than the number
of Delegates set out in the Quotation, New Cognition Consulting may (at its
sole discretion):
a) Not allow those individuals to attend the Course.
b) Invoice the Client on a pro-rata basis for the additional
Delegates. The Client shall pay invoice within 30 days of invoice date.
10.2.1 New Cognition
Consulting shall invoice the Client for the Course Fee on booking.
10.2.2 The Client shall
pay the Course Fee within 30 days of the date of the invoice, or 14 working
days prior to the course start, whichever is sooner.
The Quotation and Course
Programme provided by New Cognition Consulting are based upon information
provided by the Client including course date(s) and duration, Premises details,
course level requirement and pre-existing knowledge of the Delegates. In the
event that the Client requests any change to the Course after issuing an Order
Confirmation and New Cognition Consulting accepts the change (in its absolute
discretion) then New Cognition Consulting is entitled to issue a new Quotation
in respect of the Course which shall be binding on the Client. No further
reliance can be placed on the Quotation provided prior to the issuance of the
Order Confirmation.
12.1 Should a particular
Tutor be named to deliver the Course then New Cognition Consulting shall use
its reasonable endeavours to ensure that the named Tutor is available on the
Course Date. If this Tutor is not available for any reason, New Cognition
Consulting shall notify the Client and offer a substitute Tutor.
*12.2) If the Client is not
willing to accept the substitute Tutor, the parties, acting in good faith shall
agree an alternative date, dependant on the availability of the named Tutor and
New Cognition Consulting shall have no other liability or responsibility for
the unavailability of the named Tutor on the Course Date.
13.1.1 The Client shall
be responsible for all damage to the Premises and/or damage to other people's
property on the Premises caused by the Delegates.
13.1.2 Where the Course
is to be held at Client Premises:
a) The Client shall
ensure that the Client Premises have appropriate facilities for the provision
of the Course including a room with sufficient seating and furniture, toilets,
tea and coffee making facilities and car parking spaces. Where New Cognition
Consulting has specific requirements necessary for provision of the Course
these will be discussed with the Client prior to the Course Date.
b) The Client warrants
that the Client Premises have the appropriate technical and IT equipment to
allow New Cognition Consulting to provide the Course. Where New Cognition
Consulting has specific requirements this will be discussed with the Client
prior to the Course Date.
c) The Client Premises
shall have appropriate health and safety policies in operation and the Client
shall use its best endeavours to ensure the safety of the Tutors and their
property at all times.
13.2.1 The 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.
13.2.2 When at the
Premises, the Client should comply with health and safety policies issued by or
on behalf of New Cognition Consulting.
14.1 As between the
Client and New Cognition Consulting all Intellectual Property Rights in or
arising out of, or in connection with the Course and Course Materials shall be
and remain vested in New Cognition Consulting.
14.2 The Client shall
not, and shall procure that its Delegates do not, modify or remove any
Intellectual Property Rights notices contained on the Course Materials and
shall reproduce such notices on any copies of the Course Materials, or part
thereof, in the form in which they appear on the original.
14.3 Delegates may use
the Course Materials for their own personal development purposes but not for
any other purpose. The Client shall not and shall procure that the Delegates do
not, copy, duplicate, redistribute, re-publish or 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 New Cognition
Consulting's prior written consent.
15.1 Should the Client
request a rescheduling of the Course, New Cognition Consulting will invoice the
Client for any fees and expenses incurred up to and including the date of
notification. New Cognition Consulting in its absolute discretion may accept
such rescheduling subject to the following:
a) If a rescheduling
request is made 28 to 15 days in advance of the Course Date then New Cognition
Consulting may invoice the Client 15% of the Course Fees, which Client shall
pay within 30 days of invoice date
b) If Client requests
rescheduling 14 days or less in advance of the Course date then New Cognition
Consulting may invoice the Client 50% of the Course fees, which Client shall
pay within 30 days of invoice date
15.2 Should New Cognition
Consulting be unable to accept the Client's request for rescheduling, New
Cognition Consulting shall inform the Client in writing. If no further dates
are proposed by the Client within 7 days of New Cognition Consulting's
notification then Condition 16 (Cancellation) shall apply.
15.3 In the event that a rescheduled
booking is subsequently cancelled, the Cancellation terms in Condition 16 will
be applied, based upon the date of notification of the rescheduling request and
the originally scheduled Course Date. New Cognition Consulting will invoice the
Client for any difference between the amount due under Condition 15.1 and
Condition 16.
16.1.1 Any cancellation
of a Course must be notified to New Cognition Consulting in writing.
16.1.2 If the Client
cancels their booking for a Course after issuing an Order Acceptance then New
Cognition Consulting shall be able to recover and invoice the Client for any
costs it has incurred specifically in relation to the provision of the Course
to the Client. This will include any Course Material, preparation costs,
Premises costs, Tutor costs and administration costs.
16.1.3 New Cognition
Consulting may invoice the Client for the following course Cancellation Fees,
which the Client shall pay within 30 days of date of invoice:
|
Written
notice period |
Cancellation
fee |
|
Between
42 and 29 days before Course Date |
25%
of Course Fee |
|
Between 28 and 15 days before
Course Date |
50% of Course Fee |
|
14 days or less before Course Date |
100% of Course Fee |
16.2.1 Any Cancellation
or request to transfer a Booking must be notified to New Cognition Consulting
in writing.
16.2.2 Cancellation Fees
and/or Transfer Fees below shall apply to cancellation or rescheduling of any
Course by the Client, which the Client shall pay within 30 days of the invoice:
|
Written
notice period |
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 |
16.2.3 If any
transfer is subsequently cancelled, the original Course Fee is non-refundable.
16.2.4 Delegates may be
substituted. There is no charge for a substitution unless the Delegate is
ineligible for any discount previously given in which case New Cognition
Consulting will raise an invoice for the difference.
17.1 New Cognition
Consulting warrants that:
a) It shall provide the
Course in line with Good Industry Practice
b) All Tutors used by New
Cognition Consulting will have the necessary expertise, knowledge and skills
required to provide the Course
17.2 Except for the
Warranties, Representations and Conditions expressly contained or referred to
in these Conditions, New Cognition Consulting makes no other Warranties,
Representations or Conditions regarding the Course and its obligations in
respect of the Course. All Warranties, Representations, Conditions and other
terms expressed or implied, statutory or otherwise, regarding 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
18.1 Nothing in these
Conditions shall exclude or limit either party's liability for:
a) Death or personal
injury caused by that party's negligence
b) Fraud or fraudulent
misrepresentation
c) Any other liability
which may not be excluded or limited by law
18.2 Subject to Condition
15.1 New Cognition Consulting shall have no liability for any losses or damages
which suffered by the Client or any Delegate, whether such losses or damages
are suffered directly or indirectly or are immediate or consequential. New
Cognition Consulting shall have no liability for any losses or damages suffered
by the Client or any Delegate in contract, tort (including negligence) or
otherwise that 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:
a)
Loss of profits, anticipated profits or revenues
b) Failure to make
anticipated savings
c) Loss of business
opportunity or contract
d) Loss of goodwill or
damage to reputation
e) Loss or corruption of
data
f) Business interruption costs
18.3 Subject to Condition
18.1 the aggregate liability of New Cognition Consulting 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, shall not exceed the Course Fee.
19.1 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.
20.1.1 New Cognition
Consulting shall not be liable to the Client as a result of any delay or
failure to provide the Course as a result of a Force Majeure Event.
20.1.2 Where a Course is
cancelled by New Cognition Consulting due to a Force Majeure Event then the
parties shall, acting in good faith, agree a new date for the provision of the
Course.
20.1.3 Should the parties
be unable to agree a new date for the Course then New Cognition Consulting
shall refund the Course Fee but first deducting any costs and expenses it has
incurred specifically in relation to the Course, including preparation of
Course Materials, costs associated with the Premises, Tutor costs and
administration costs.
20.2.1 New Cognition
Consulting shall not be liable to the Client as a result of any delay or
failure to provide the Course as a result of a Force Majeure Event.
20.2.2 Where a Course is
cancelled by New Cognition Consulting due to a Force Majeure Event then New
Cognition Consulting shall, acting in good faith, offer a new date for the
provision of the Course.
20.2.3 Should the Client
be unable to attend on the new date for the Course then New Cognition
Consulting shall refund the Course Fee.
21.1 New Cognition
Consulting 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.
21.2 The Client shall
not, without the prior written consent of New Cognition Consulting sell places
on the Course to third parties.
21.3 The Client shall
not, without the prior written consent of New Cognition Consulting assign,
transfer or deal in any other manner with all or any of its rights or
obligations under these Conditions.
22.1 All notices and
communications shall be in writing and served by personal delivery, first class
post or email.
22.2 Any notice or other
communication sent to New Cognition Consulting shall be sufficient if sent to (i) New Cognition Consulting's registered postal address set
out above; (ii) email address: sales@newcognitionconsulting.co.uk,
or (iii) any other postal address or email address provided by New Cognition
Consulting to the Client in writing.
22.3 Any notice or other
communication sent to the Client shall be sufficient if sent to the postal
address, or email address given by the Client in the Order, or any other postal
address or email address provided by the Client to New Cognition Consulting in
writing.
22.4 Notices shall be served:
a) On delivery when
delivered personally
b) 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
c) 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 4.
23.1 No variation or
amendment to these Conditions shall be valid unless it is in writing and signed
by duly authorised representatives of New Cognition Consulting and the Client.
The variation shall take effect from the date of the last signature.
23.2 No delay or failure
by New Cognition Consulting in exercising or enforcing any right or remedy
under these Conditions will prejudice or restrict New Cognition Consulting'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.
23.3 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.
23.4 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.
23.5 These Conditions,
the Quotation 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.
Any and
all content and materials created, supplied, included, or provided by NCC in connection with any course either before, during, or
after the course shall be and remain the sole property of NCC.
Without limiting the foregoing, the parties acknowledge and agree that any and
all right, title, and interest (including copyrights and trademarks) in and to
the lectures as originally presented and any recordings thereof as well as any
training, study, or other materials provided (whether in print or via email,
CD-ROM, floppy disk, flash drive, or other formats) are and shall remain the
sole property of NCC.
The
foregoing notwithstanding, Client shall have a personal, nonexclusive,
nontransferable, limited license to use and view such content and materials for
purposes of preparing for and participating in the course and for studying and
reviewing for any examination which is the subject of or is related to the
course and otherwise in accordance with the terms and conditions set forth
herein. A Client participating in the course may make copies of any materials
so provided by NCC for his or her own personal use
only. Client acknowledges and agrees that Client has no right to, and that he
or she will not, sell, assign, license, convey, transfer, publish, or
distribute training materials or copies of recorded lectures, or any parts
thereof, to others without the express prior written consent of NCC.
Client
hereby grants to NCC complete rights to store,
broadcast, and sell recorded training and other lectures in which the Client
participated or may have made contributions. Such grant by Client specifically
includes the right to include Client's image or voice in any such recording as
long as such items are included only in a manner consistent with how they may
have been a part of or appeared in such lecture originally.
The aggregate liability of NEW COGNITION
CONSULTING for any and all claims arising out of this agreement and the
accompanying registration form and the services to be provided hereunder shall
be limited to the total compensation actually received by NEW COGNITION
CONSULTING from Client in connection herewith.
EXCEPT
AS SPECIFICALLY PROVIDED HEREIN, NEW COGNITION CONSULTING HEREBY DISCLAIMS ANY
AND ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED
TO, WARRANTIES OF PERFORMANCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, ACCURACY, COMPLETENESS, AND CURRENTNESS. IN
NO EVENT SHALL NEW COGNITION CONSULTING BE LIABLE TO CLIENT OR ANYONE CLAIMING
THROUGH OR FOR CLIENT FOR ANY LOST PROFITS, COMMERCIAL LOSS, LOSS OF USE, OR
ANY CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, INDIRECT, OR SPECIAL DAMAGES.
26.1 In these terms and conditions:
Client: The person detailed
in the Quotation or booking form submitted to New Cognition Consulting.
*Client Premises: Premises
which are owned by, hired to or rented by the Client.
Conditions: These conditions as
may be varied from time to time pursuant to Condition 8.3.
Course: The training course
booked by the Client.
Course Date: The date of the
first day of the Course.
Course Fee: The fee payable by
the Client for provision of the Course.
Course Materials: Any
documentation or materials including hand-outs provided to the Delegates as
part of the Course.
Course Programme: The
topics covered during the Course delivered by New Cognition Consulting.
Delegate: Any individual
booked to attend and/or attending the Course.
Intellectual Property Rights:
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: Any
event beyond the reasonable control of the affected party, which cannot be
reasonably planned for or avoided.
Good Industry Practice: The
degree of skill, diligence, prudence and foresight that would reasonably be
expected from a skilled and experienced supplier of training courses.
Order: A request from the
Client for New Cognition Consulting to provide the Course to one or a number of
Delegates.
*Order Confirmation: The
Client's written acceptance of the Quotation.
Premises: The premises where
the Course will be provided.
*Quotation: The written
Quotation for provision of the Course provided by New Cognition Consulting to
the Client in response to an Order.
NCC: Refers to New
Cognition Consulting, a company registered in England; trading as New
Cognition Consulting.
Tutor: A qualified expert
on the subject matter of the Course who is engaged by New Cognition Consulting
to prepare the Course Materials and/or deliver the Course.
* Refers to In-house Training only