AGREED TERMS (INDIVIDUAL)
Your attention is particularly drawn to the provisions of clause 14 (Limitation of liability).
- About us
Company details. Eyewear Styling Academy Limited (company number 011464841) (we and us) is a company registered in England and Wales and our registered office is at6 St George’s Court, Dairyhouse Lane, Altrincham, Cheshire WA14 5UA . Our VAT number is 307773294 We operate the website www.eyewearstylingacademy.com.
Contacting us. To contact us telephone our customer service team at 07923 025650 or e-mail firstname.lastname@example.org. How to give us formal notice of any matter under the Contract is set out in clause 19.
- Our contract with you
- Our contract. These terms and conditions (Terms) apply to the order by you and supply of Services by us to you (Contract). They apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. In this Contract references to you and your refers to the person placing the order, the people within their organisation and the organisation itself as the context requires.
- Entire agreement. The Contract is the entire agreement between you and us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.
- These Terms and the Contract are made only in the English language.
Your copy. You should print a copy of these Terms or save them to your computer for future reference.
- Placing an order and its acceptance
3.1. Placing your order. Please follow the onscreen prompts to place an order. You may only submit an order using the method set out on the site. Each order is an offer by you to buy the services for the named individual specified in the order (Services) subject to these Terms. The individual or individuals placing each order will be deemed to have actual authority on behalf of your organisation.
3.2. Correcting input errors. Our order process allows you to check and amend any errors before submitting your order to us. Please check the order carefully before confirming it. You are responsible for ensuring that your order is complete and accurate.
3.3. Acknowledging receipt of your order. After you place your order, you will receive an email from us acknowledging that we have received it, but please note that this does not mean that your order has been accepted. Our acceptance of your order will take place as described in clause 3.4.
3.4. Accepting your order. Our acceptance of your order takes place when we send an email to you to accept it (Order Confirmation), at which point and on which date (Commencement Date) the Contract between you and us will come into existence. The Contract will relate only to those Services confirmed in the Order Confirmation. Once your booking for online Services has been processed, we will send you an email explaining how to set up your login details and password, which are unique to the individual named in your order. You may not provide these details to any other person without our prior written consent.
3.5. If we cannot accept your order. If we are unable to supply you with the Services for any reason, we will inform you of this by email and we will not process your order. If you have already paid for the Services, we will refund you the full amount.
3.6. Certificate of Completion. You will have access to the online training materials for 6 months from the date when we accept your booking. Where applicable, subject to satisfactory completion of the multiple choice questions which appear at the conclusion of the final module of the training programme, you will receive an electronic certificate of completion for the named individual who has successfully completed the training.
4.Cancelling your order.
4.1. You may cancel the Contract in certain circumstances, if you notify us as set out in clause 4.2, subject to the following conditions:-
4.1.1. You cannot cancel the Contract once you have set up your login details and password to access the training materials;
4.1.2. We require at least 21 days’ notice for the cancellation of a face to face training session;
4.1.3. For face to face training bookings cancelled at least 21 days prior to the course date we will refund the course fee. For bookings cancelled less than 21 days prior to the course date the course fee remains payable and is non-refundable.
4.1.4. Should we have to cancel an online training course for any reason (at our absolute discretion) we will inform you by email as soon as possible and refund you any sums you have already paid.
4.1.5. Should we have to cancel a face to face training course we will endeavour to arrange alternative dates with you and the course fee is transferable to the alternative course. We do not accept responsibility for travel, accommodation or other costs which may have been incurred by any delegate.
4.2. To cancel the Contract, you can email us at email@example.com or contact our Customer Services team by telephone on 07923 025650… If you are emailing us or writing to us please include details of your order to help us to identify it.
5.1. Descriptions and illustrations. Any descriptions or illustrations on our site are published for the sole purpose of giving an approximate idea of the services described in them. They will not form part of the Contract or have any contractual force.
5.2. Compliance with specification. Subject to our right to amend the specification (see clause 5.3) we will supply the Services to you in accordance with the specification for the Services appearing on our website at the date of your order in all material respects.
5.3. Changes to specification. We reserve the right to amend the specification of the Services if required by any applicable statutory or regulatory requirement or if the amendment will not materially affect the nature or quality of the Services.
5.4. Reasonable care and skill. We warrant to you that the Services will be provided using reasonable care and skill.
5.5. Time for performance. We will use all reasonable endeavours to meet any performance dates specified in the Order Confirmation, but any such dates are estimates only and failure to perform the Services by such dates will not give you the right to terminate the Contract.
6.1. It is your responsibility to ensure that:
- the terms of your order are complete and accurate;
- you co-operate with us in all matters relating to the Services;
- you provide us, our employees, agents, consultants and subcontractors, with access to your premises, office accommodation and other facilities as we may reasonably require where we are providing face to face or in-house training.
- you provide us with such information and materials we may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
- you prepare your premises for the supply of the Services;
- your technology is compatible with our systems. We will not be liable or responsible for any technical issues which may arise as a result of your failure to ensure compatibility;
- you comply with all applicable laws (wherever you are located), including health and safety laws;
- you keep all of our materials, equipment, documents and other property (Our Materials) at your premises in safe custody at your own risk, maintain Our Materials in good condition until returned to us, and not dispose of or use Our Materials other than in accordance with our written instructions or authorisation;
6.2. If our ability to perform the Services is prevented or delayed by any failure by you to fulfil any obligation listed in clause 6.1 (Your Default):
6.2.1. We will be entitled to suspend performance of the Services until you remedy Your Default, and to rely on Your Default to relieve us from the performance of the Services, in each case to the extent Your Default prevents or delays performance of the Services. In certain circumstances Your Default may entitle us to terminate the contract under clause 16 (Termination);
6.2.2. we will not be responsible for any costs or losses you sustain or incur arising directly or indirectly from our failure or delay to perform the Services; and
6.2.3. it will be your responsibility to reimburse us on written demand for any costs or losses we sustain or incur arising directly or indirectly from Your Default.
6.3. You agree to indemnify us against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs and other reasonable professional costs and expenses) suffered or incurred by us arising out of or in connection with your breach of clauses 9, 10, 11, 12, 15 or 18.
7.1.In consideration of us providing the Services you must pay our charges (Charges) in accordance with this clause 7. You can pay the full course fee at the time of booking or we may at our discretion allow you to pay for the modules in 3 instalments with the first payment due at the time of booking and 2 further payments due at monthly intervals. Please note that the materials will be available to you for a period of 6 months from the date when we accept your initial booking and provide your individual Access Code and PIN.
7.2. The Charges are the prices quoted on our site at the time you submit your order. Payment of a single delegate fee permits single user access only and copying or distribution of our training materials is not permitted without our express consent. We may offer preferential rates for multiple delegates (for online or face to face training) and in each case access to the training and training materials is permitted for the named delegates only. Please contact us to discuss arrangements for multiple delegates. You expressly agree that you will not use our material or content to provide eyewear styling training to any other person, whether within or outside your organisation.
7.3. If you wish to change the scope of the Services after we accept your order, and we agree to such change, we will modify the Charges accordingly.
7.4. We take all reasonable care to ensure that the prices stated for the Services are correct at the time when the relevant information was entered into the system. However, please see clause 7.7 for what happens if we discover an error in the price of the Services you ordered.
7.5. Our Charges may change from time to time, but changes will not affect any order you have already placed and which we have accepted
7.6. Our Charges are exclusive of VAT. Where VAT is payable in respect of some or all of the Services you must pay us such additional amounts in respect of VAT, at the applicable rate, at the same time as you pay the Charges.
7.7. It is always possible that, despite our reasonable efforts, some of the Services on our site may be incorrectly priced. If the correct price for the Services is higher than the price stated on our site, we will contact you as soon as possible to inform you of this error and we will give you the option of continuing to purchase the Services at the correct price or cancelling your order. We will not process your order until we have your instructions. If we are unable to contact you using the contact details you provided during the order process, we will treat the order as cancelled and notify you in writing. However, if we mistakenly accept and process your order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may cancel supply of the Services and refund you any sums you have paid.
8.How to pay
8.1. Payment for the Services is in advance. We will take your payment upon acceptance of your order. Our website shows details of how to pay.
8.2 If you fail to make any payment under the Contract by the applicable due date, then, without limiting our remedies under clause 14 (Termination) we reserve the right to suspend or terminate your access to the training materials and you will have to 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 8.2 will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
8.3. You must pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
9.Intellectual property rights
9.1. Copyright and/or all intellectual property rights in or arising out of or in connection with the Services (including without limitation, any course materials, graphics, logos, training materials and our associated website) will be owned by us.
9.2. We agree to grant you a fully paid-up, non-exclusive, licence during the term of the Contract to use the deliverables specified in your order for the purpose of receiving and using the Services and such deliverables by the named delegate. You may not copy, reproduce, sub-license, assign or otherwise transfer the rights granted in this clause 9 and you may not use any of our intellectual property rights to train others within your organisation or elsewhere.
- Non-Employment of Employees
- In order to protect our legitimate business interests, you covenant with us (for the company and as agent for each member of our group (including without limitation Clear Day Ltd and/or Eyewear Styling Academy Ltd (Group Company)) that you shall not (except with our prior written consent) employ or engage or otherwise facilitate the employment or engagement of any Restricted Person.
- You shall be bound by the covenant set out in clause 10.1 during the term of the Contract and for a period of 12 months after termination or expiry of the Contract.
- For the purposes of this clause 10, a Restricted Person shall mean any firm, company or person employed or engaged by us or a member of our Group during the term of the Contract, who has been engaged in the provision of the Services or the management of the Contract either as principal, agent, employee, independent contractor or in any other form of employment or engagement and who could materially damage our interests if they were involved in any capacity in any business concern which competes with our business.
- If you commit any breach of this clause 10 you shall, on demand, pay to us or the relevant Group Company a sum equal to one year’s basic salary or the annual fee that was payable by us or the relevant Group Company to the Restricted Person plus the recruitment costs incurred by us or the relevant Group Company in replacing such person.
- In order to protect our legitimate business interests, you covenant with us for the company and as agent for each Group Company that you shall not be involved with the provision of goods or services to any Restricted Customer.
- You shall be bound by the covenant set out in clause 11.1 during the term of the Contract Agreement, and for a period of 12 months after termination or expiry of the Contract.
- For the purposes of this clause 11, Restricted Customer shall mean any firm, company or person who is or has been at any time during the immediately preceding 12 months a customer or prospective customer of or in the habit of dealing with us or any member of our group in respect of the services or similar Services.
- In order to protect our legitimate business interests you covenant with us for the company and as agent for each member of its Group that you shall not:-
- carry on; or
- be engaged, concerned or interest in; or
- assist in any way,
any business concern which is (or intends to be) in competition with our business.
- You shall be bound by the covenant set out in clause 12.1 during the term of the Contract, and for a period of 12 months after termination or expiry of the Contract.
- How we may use your personal information
We will use any personal information you provide to us to:
- provide the Services;
- process your payment for the Services; and
- inform you about similar services that we provide, but you may stop receiving these at any time by contacting us.
- Limitation of liability: YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.
14.1. Nothing in the Contract limits or excludes our liability for:
- death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors;
- fraud or fraudulent misrepresentation; or
- breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession) or any other liability which cannot be limited or excluded by applicable law.
14.2. Subject to clause 14.1, we will not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
- loss of profits;
- loss of sales or business;
- loss of agreements or contracts;
- loss of anticipated savings;
- loss of use or corruption of software, data or information;
- loss of or damage to goodwill; and
- any indirect or consequential loss.
14.3. Subject to clause 14.1 our total lability to you arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will be limited to the total Charges paid under the Contract.
14.4. Except as expressly stated in these Terms, we do not give any representations, warranties or undertakings in relation to the Services. Any representation, condition or warranty which might be implied or incorporated into these Terms by statute, by common law or otherwise are, to the fullest extent permitted by law, excluded from the Contract.
14.5. Nothing in these Terms limits or affects the exclusions and limitations set out in our TERMS AND CONDITIONS OF USE
14.6. This clause 14 will survive termination of the Contract.
15.1. You undertake that you will not at any time disclose to any person any confidential information concerning our business, affairs, customers, clients or suppliers, except as permitted by clause 15.2.
15.2. You may disclose our confidential information:
- to such of your employees, officers, or representatives, who need to know such information for the purposes of carrying out our respective obligations under the Contract. You will ensure that such employees, officers, representatives, subcontractors or advisers comply with this clause 15; and
- as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
15.3. You may only use our confidential information for the purpose of fulfilling your obligations under the Contract or receiving the Services.
16.1. Without limiting any of our other rights, we may suspend the performance of the Services, or terminate the Contract with immediate effect by giving written notice to you if:
- you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within 5 days of you being notified in writing to do so;
- you fail to pay any amount due under the Contract on the due date for payment;
- you take any step or action in connection with you entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), 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 your assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
- you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or
- your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy.
16.2. Termination of the Contract will not affect your or our rights and remedies that have accrued as at termination.
16.3. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.
- Events outside our control
We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control (Event Outside Our Control).
If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:
- we will contact you as soon as reasonably possible to notify you; and
- our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. We will arrange a new date for performance of the Services with you after the Event Outside Our Control is over.
You may cancel the Contract affected by an Event Outside Our Control which has continued for more than 30 days. To cancel please contact us. If you opt to cancel we will refund the price you have paid, less the charges reasonably and actually incurred us by in performing the Services up to the date of the occurrence of the Event Outside Our Control.
You must not attempt to procure services that are competitive with the Services from any of our directors, employees or consultants, whether as an employee or on a freelance basis, during the period that we are providing the Services to you and for a period of twelve months following termination of the Contract.
- Communications between us
When we refer to “in writing” in these Terms, this includes email.
Any notice or other communication given by one of us to the other under or in connection with the Contract must be in writing and be delivered personally, sent by pre-paid first class post or other next working day delivery service, or email.
A notice or other communication is deemed to have been received:
- if delivered personally, on signature of a delivery receipt or at the time the notice is left at the proper address;
- if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second working day after posting; or
- if sent by email, at 9.00 am the next working day after transmission.
In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.
The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.
- Assignment and transfer.
- We may assign or transfer our rights and obligations under the Contract to another entity but will notify you by posting on this webpage if this happens.
- You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.
20.2. Variation. Any variation of the Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives).
20.3. Waiver. If we do not insist that you perform any of your obligations under the Contract, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.
20.4. Severance. Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
20.5. Third party rights. The Contract is between you and us. No other person has any rights to enforce any of its terms.
20.6. Governing law and jurisdiction. The Contract is governed by English law and we each irrevocably agree to submit all disputes arising out of or in connection with the Contract to the exclusive jurisdiction of the English courts.