Training terms & conditions

Please read these Terms and Conditions carefully. All contracts that the Provider may enter into from time to time for the provision of the Provider’s services shall be governed by these Terms and Conditions.

1. Definitions

1.1 In these Terms and Conditions, except to the extent expressly provided otherwise:

• “Business Day” means any weekday other than a bank or public holiday in England;
• “Business Hours” means the hours of 09:00 to 17:00 UTC+1 on a Business Day;
• “Charges” means:
  • (a) the amounts specified on the invoice issued by the Provider to the Customer and elsewhere in these Terms and Conditions;
  • (b) such other amounts as may be agreed in writing by the parties from time to time; and(c) amounts calculated by multiplying the standard time-based charging rates of the Provider as notified by the Provider to the Customer before the date of the Contract by the time spent by the personnel of the Provider performing the Services rounded down by the Provider to the nearest quarter hour;

• “Confidential Information” means the Provider Confidential Information and the Customer Confidential Information;
• “Contract” means a particular contract made under these Terms and Conditions between the Provider and the Customer;
• “Customer” means the person or entity purchasing the Services;
• “Customer Confidential Information” means:
  • (a) any information disclosed by or on behalf of the Customer at any time before the termination of the Contract (whether disclosed in writing, orally or otherwise) that at the time of disclosure was described as “confidential” or should have been understood by the Provider (acting reasonably) to be confidential; and(b) the financial terms of the Contract;
  • (b) the financial terms of the Contract;
• “Customer Personal Data” means any Personal Data that is processed by the Provider on behalf of the Customer in relation to the Contract, but excluding personal data with respect to which the Provider is a data controller;
• “Customer Premises” means any premises owned or controlled by the Customer at which the parties expressly or impliedly agree the personnel of the Provider shall provide Services;
• “Data Protection Laws” means the EU GDPR and the UK GDPR and all other applicable laws relating to the processing of Personal Data;
• “Effective Date” means the date of the Registration Confirmation sent to the Customer by the Provider;
• “EU GDPR” means the General Data Protection Regulation (Regulation (EU) 2016/679) and all other EU laws regulating the processing of Personal Data, as such laws may be updated, amended and superseded from time to time;
• “Force Majeure Event” means an event, or a series of related events, that is outside the reasonable control of the party affected (including power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars);
• “Intellectual Property” means all intellectual property rights throughout the world, including copyright and related rights, database rights, confidential information (including know-how, trade secrets and business names), trade names, trademarks, service marks, passing off rights, unfair competition rights, performers’ rights, patent rights, rights in designs and any other registered on unregistered intellectual property rights. 
• “Personal Data” means personal data under any of the Data Protection Laws;
• “Professional misconduct” means behaviour that is professionally unsuitable, incompetent, disruptive, abusive, illegal or potentially dangerous to any employee of the Provider and all attendees of the Services appointment.
• “Provider” means Pavlovic Professional Services Ltd, a company incorporated in England and Wales, registration number 12002910, having its registered office at 71-75 Shelton Street, Covent Garden, London, WC2H 9JQ;
• “Provider Confidential Information” means:
  • (a) any information disclosed by or on behalf of the Provider to the Customer at any time before the termination of the Contract (whether disclosed in writing, orally or otherwise) that at the time of disclosure was described as “confidential” or should have been understood by the Customer (acting reasonably) to be confidential; and
  • (b) the financial terms of the Contract;
• “Services” means the training services specified in the Registration Confirmation sent to the Customer by the Provider;
• “Registration Confirmation” means an e-mail sent by the Provider to the Customer confirming successful registration of place within a Services appointment;
• “Term” means the term of the Contract, commencing in accordance with Clause 2.1 and ending in accordance with Clause 2.2;
• “Terms and Conditions” means all the documentation containing the provisions of the Contract, namely the main body of these Terms and Conditions and the Registration Confirmation, including any amendments to that documentation from time to time; and
• “Training Material” means the information provided to the Customer in hard copy or electronic format as part of the Services at any time before or after the termination of the Contract.
• “UK GDPR” means the EU GDPR as transposed into UK law (including by the Data Protection Act 2018 and the Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit) Regulations 2019) and all other UK laws regulating the processing of Personal Data, as such laws may be updated, amended and superseded from time to time.

2. Term

2.1 The Contract shall come into force upon the Effective Date.

2.2 The Contract shall continue in force until:

• (a) all the Services have been completed; and
• (b) all the Charges have been paid in cleared funds,
  upon which it will terminate automatically, subject to termination in accordance with Clause 14.

2.3 Unless the parties expressly agree otherwise in writing, each Registration Confirmation shall create a distinct contract under these Terms and Conditions.

3. Services

3.1 The Provider shall provide the Services to the Customer in accordance with these Terms and Conditions.

3.2 The Provider shall provide the Services with reasonable skill and care.

3.3 If the Customer believes that any element of the Services does not meet the standard specified in Clause 3.2, then the Customer must promptly notify the Provider and allow the Provider to investigate the matter (including where applicable allowing the Provider to inspect the results of those Services).

3.4 The Provider shall devote such of its personnel’s time and expertise to the performance of the Services as may be necessary for their satisfactory and timely completion.

3.5 The Provider shall comply with all reasonable requests and directions of the Customer in relation to the Services.

3.6 For the avoidance of doubt, the Provider does not guarantee that the receipt of the Services will lead to any particular certification or any particular grading or result in any course, examination or assignment. 

4. Services appointments

4.1 The Provider shall provide the Services during appointments commencing on the date(s) and at the time(s) either specified in the Registration Confirmation or agreed from time to time between the parties in writing.

4.2 The Customer acknowledges that work for other customers may from time to time lead to the Provider’s personnel arriving late for a Services appointment, and agrees that the Provider will not be in breach of the Contract by virtue of the Provider’s personnel being not more than 3 hours late for a Services appointment.

4.3 If a party wishes to reschedule a Services appointment, then that party must give to the other party a written request for such rescheduling at least 5 Business Days before the Services appointment is due to commence. In these circumstances, each party will use all reasonable endeavours to agree an alternative Services appointment.

4.4 The Customer may cancel a Services appointment by giving to the Provider at least 20 Business Days’ written notice of cancellation. If the Customer cancels a Services appointment in accordance with this Clause 4.4, then the Customer shall be released from any liability to pay Charges in respect of the relevant Services, and shall be entitled to a refund of any Charges previously paid in respect of those Services.

4.5 If the Customer is unable to attend a Services appointment, a substitute may attend the Services appointment in the Customer’s place at no additional charge by giving to the Provider at least 5 Business Days’ written notice before the Services appointment is due to commence. The Customer shall provide the contact details of the substitute to the Provider and ensure that the substitute accepts to be bound by these Terms & Conditions.

4.6 If the Customer is unable to attend a Services appointment, the Customer can request a transfer of booking to another available identical Services appointment at no additional charge by giving to the Provider at least 10 Business Days’ written notice before the Services appointment is due to commence. In case the transfer is requested within the 10 Business Days’ prior to the Services appointment commencement date, the Provider reserves the right to charge 20% payment of the fee provided the original fee has been paid in full. 

4.7 If the Provider is unable to attend a Services appointment by reason of personnel shortage or illness, then providing the Provider has used reasonable endeavours to engage alternative personnel and does not cancel more than 3 consecutive Services appointments, the Provider may by written notice to the Customer cancel the Services appointment, in which case:

• (a) the Provider shall not be in breach of these Terms and Conditions or otherwise liable to the Customer in respect of a failure to supply the relevant Services; and
• (b) the Customer shall be released from any liability to pay Charges in respect of the relevant Services, and shall be entitled to a refund of any Charges previously paid in respect of those Services.

5. Provider personnel

5.1 The Provider shall ensure that all personnel involved in the provision of the Services:

• (a) have been interviewed by the Provider;
• (b) have supplied proof of identity and satisfactory references to the Provider; and
• (c) have been properly trained and are adequately experienced in the provision of the Services;

6. Customer Premises

6.1 The Customer shall:

• (a) promptly provide to the Provider such access to the Customer Premises as is reasonably required by the Provider for the provision of the Services;
• (b) maintain the Customer Premises in good order for the supply of the Services and in accordance with all applicable laws;
• (c) be responsible for ensuring the health and safety of the Provider’s personnel whilst they are at the Customer Premises;
• (d) inform the Provider of all health, safety and security rules, regulations and requirements that apply at the Customer Premises; and
• (e) maintain reasonable insurance cover for the Provider’s personnel whilst they are working at the Customer Premises (including reasonable public liability insurance).

6.2 In the performance of the Services at the Customer Premises, the Provider shall comply with all reasonable health, safety and security rules, regulations and requirements advised by the Customer to the Provider.

6.3 The Provider shall use all reasonable measures to secure any keys, and any other means of access, supplied by the Customer to the Provider for the purpose of enabling the Provider’s personnel to enter and work at the Customer Premises.

7. Charges

7.1 The Customer shall pay the Charges to the Provider in accordance with these Terms and Conditions.

7.2 All amounts stated in or in relation to these Terms and Conditions are, unless the context requires otherwise, stated inclusive of any applicable value added taxes.

7.3 The Provider may elect to vary any element of the Charges by giving to the Customer not less than 10 Business Days’ written notice of the variation expiring on any anniversary of the date of execution of the Contract, providing that no such variation shall constitute a percentage increase in the relevant element of the Charges that exceeds 3% over the percentage increase, since the date of the most recent variation of the relevant element of the Charges under this Clause 7.3 (or, if no such variation has occurred, since the date of execution of the Contract), in the Retail Prices Index (all items) published by the UK Office for National Statistics.

8. Payments

8.1 The Provider shall issue invoices for the Charges to the Customer in advance of the delivery of the relevant Services to the Customer.

8.2 The Customer must pay the Charges to the Provider on receipt of invoice in accordance with this Clause 8.

8.3 The Customer must pay the Charges by bank transfer (using such payment details as are notified by the Provider to the Customer from time to time).

8.4 If the Customer does not pay any amount properly due to the Provider under these Terms and Conditions, the Provider may:

• (a) charge the Customer interest on the overdue amount at the rate of 8% per annum above the Bank of England base rate from time to time (which interest will accrue daily until the date of actual payment and be compounded at the end of each calendar month); or
• (b) claim interest and statutory compensation from the Customer pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.

9. Confidentiality obligations

9.1 The Provider must:

• (a) keep the Customer Confidential Information strictly confidential;
• (b) not disclose the Customer Confidential Information to any person without the Customer’s prior written consent, and then only under conditions of confidentiality approved in writing by the Customer;
• (c) use the same degree of care to protect the confidentiality of the Customer Confidential Information as the Provider uses to protect the Provider’s own confidential information of a similar nature, being at least a reasonable degree of care;
• (d) act in good faith at all times in relation to the Customer Confidential Information; and
• (e) not use any of the Customer Confidential Information for any purpose other than purposes of these Terms and Conditions. 

9.2 The Customer must:

• (a) keep the Provider Confidential Information strictly confidential;
• (b) not disclose the Provider Confidential Information to any person without the Provider’s prior written consent, and then only under conditions of confidentiality approved in writing by the Provider;
• (c) use the same degree of care to protect the confidentiality of the Provider Confidential Information as the Customer uses to protect the Customer’s own confidential information of a similar nature, being at least a reasonable degree of care; 
• (d) act in good faith at all times in relation to the Provider Confidential Information; and
• (e) not use any of the Provider Confidential Information for any purpose other than purposes of these Terms and Conditions. 

9.3 Notwithstanding Clauses 9.1 and 9.2, a party’s Confidential Information may be disclosed by the other party to that other party’s officers, employees, professional advisers, insurers, agents and subcontractors who have a need to access the Confidential Information that is disclosed for the performance of their work with respect to the Contract and who are bound by a written agreement or professional obligation to protect the confidentiality of the Confidential Information that is disclosed.

9.4 No obligations are imposed by this Clause 9 with respect to a party’s Confidential Information if that Confidential Information:

• (a) is known to the other party before disclosure under these Terms and Conditions and is not subject to any other obligation of confidentiality;
• (b) is or becomes publicly known through no act or default of the other party; or
• (c) is obtained by the other party from a third party in circumstances where the other party has no reason to believe that there has been a breach of an obligation of confidentiality.

9.5 The restrictions in this Clause 9 do not apply to the extent that any Confidential Information is required to be disclosed by any law or regulation, by any judicial or governmental order or request, or pursuant to disclosure requirements relating to the listing of the stock of either party on any recognised stock exchange.

9.6 The provisions of this Clause 9 shall continue in force notwithstanding the termination of the Contract.

10. Intellectual Property 

10.1 The Provider, together with its licensors, owns and controls all the copyright and other intellectual property rights in the Training Material (all work and materials, including without limitation text, graphics, images, audio material, video material, audio-visual materials, scripts, software and files) or any other information provided to the Customer as part of the Services. 

10.2 The Provider hereby grants to the Customer, a licence to use the Training Material, subject to the provisions of this Clause 10.

10.3 The Customer must not:

• (a) publish, republish, sell, license, sub-license, rent, transfer, broadcast, permit viewing by others, distribute or redistribute the Training Material or any part of the Training Material;
• (b) edit, modify, adapt, or alter the Training Material or any part of the Training Material;
• (c) record on video or audio-tape the Services appointment; 
• (d) use the Training Material or any part of the Training Material in a way that is unlawful, or in breach of any person’s legal rights under any applicable law, or in any way that is offensive, indecent, discriminatory, or otherwise objectionable;
• (e) use the Training Material or any part of the Training Material to compete with the Provider whether directly or indirectly or for any commercial purpose; and
• (f) obscure or remove any copyright notices and other property notices in the Training Material or any part of the Training Material; 

10.4 The license set out in this Section 10 shall continue one calendar year after the earliest of the end of the Services appointment or the termination date; providing however that if the Customer commits any breach of the licence terms set out in this Section 10, the Provider may by written notice to the Customer terminate the licence with immediate effect, with respect to any or all of the Training Materials. 

10.5 Upon the termination of the license under Section 10, the Customer must promptly:

• (a) irreversibly delete any digital copies of the Training Materials in its possession or control (along with any copies created from such copies); and
• (b) permanently destroy any paper, other physical copies of the Training Materials in its possession or control (along with any copies created from such copies).

11. Data protection

11.1 Each party shall comply with the Data Protection Laws with respect to the processing of the Customer Personal Data.

11.2 The Customer warrants to the Provider that it has the legal right to disclose all Personal Data that it does in fact disclose to the Provider under or in connection with the Contract.

11.3 The Customer shall only supply to the Provider, and the Provider shall only process, in each case under or in relation to the Contract, the Personal Data of the following types: name of attendee(s), contact details, country of residence and business name.  

11.4 The Provider shall only process and retain the Customer Personal Data for any purpose or purposes for no longer than is reasonably necessary to fulfill that purpose or those purposes, subject to the other provisions of this Clause 11.

11.5 The Provider shall only process the Customer Personal Data on the documented instructions of the Customer (including with regard to transfers of the Customer Personal Data to a third country under the Data Protection Laws), as set out in these Terms and Conditions or any other document agreed by the parties in writing.

11.6 The Customer hereby authorises the Provider to make the following transfers of Customer Personal Data:

• (a) the Provider may transfer the Customer Personal Data internally to its own employees, suppliers, offices and facilities in the UK or overseas, providing that such transfers must be protected by appropriate safeguards;
• (b) the Provider may transfer the Customer Personal Data to its third party processors in the jurisdictions identified elsewhere in this Clause 11 and may permit its third party processors to make such transfers, providing that such transfers must be protected by any appropriate safeguards identified therein;
• (c) the Provider may transfer the Customer Personal Data to a country, a territory or sector to the extent that the competent data protection authorities have decided that the country, territory or sector ensures an adequate level of protection for Personal Data;

11.7 Notwithstanding any other provision of the Contract, the Provider may process the Customer Personal Data if and to the extent that the Provider is required to do so by applicable law. 

11.8 The Provider shall, at the choice of the Customer, delete or return all of the Customer Personal Data to the Customer after the provision of services relating to the processing, and shall delete existing copies save to the extent that applicable law requires storage of the relevant Personal Data.

11.9 The Provider shall allow for and contribute to audits, including inspections, conducted by the Customer or another auditor mandated by the Customer in respect of the compliance of the Provider’s processing of Customer Personal Data with the Data Protection Laws and this Clause 11. The Provider may charge the Customer, at its standard time-based charging rates, for any work performed by the Provider at the request of the Customer.

11.10 If any changes or prospective changes to the Data Protection Laws result or will result in one or both parties not complying with the Data Protection Laws in relation to processing of Personal Data carried out under the Contract, then the parties shall use their best endeavours promptly to agree such variations to the Contract as may be necessary to remedy such non-compliance.

12. Limitations and exclusions of liability

12.1 No part of the provision of the Services should be considered investment, legal, accounting or tax advice.

12.2 Nothing in these Terms and Conditions will:

• (a) limit or exclude any liability for death or personal injury resulting from negligence;
• (b) limit or exclude any liability for fraud or fraudulent misrepresentation;
• (c) limit any liabilities in any way that is not permitted under applicable law; or
• (d) exclude any liabilities that may not be excluded under applicable law.

12.3 The limitations and exclusions of liability set out in this Clause 12 and elsewhere in these Terms and Conditions: 

• (a) are subject to Clause 12.2; and
• (b) govern all liabilities arising under these Terms and Conditions or relating to the subject matter of these Terms and Conditions, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in these Terms and Conditions.

12.4 The Provider will not be liable to the Customer in respect of any losses arising out of a Force Majeure Event.

12.5 The Provider will not be liable to the Customer in respect of any loss of profits, anticipated savings, or goodwill.

12.6 The Provider will not be liable to the Customer in respect of any loss of revenue or income.

12.7 The Provider will not be liable to the Customer in respect of any loss of use or production.

12.8 The Provider will not be liable to the Customer in respect of any loss of business, contracts, or opportunities.

12.9 The Provider will not be liable to the Customer in respect of any loss or corruption of data or any loss arising from any breach of the Terms of this Contract.

12.10 The Provider will not be liable to the Customer in respect of any inaccuracy or misleading information provided in the Training Material. 

12.11 The Provider will not be liable to the Customer in respect of any special, indirect, or consequential loss or damage.

12.12 The Provider will not be liable to the Customer in respect of any system failure, including any hardware and software issues preventing the Customer to attend the Services appointment. 

12.13 The aggregate liability of the Provider to the Customer under the Contract in respect of any event or series of related events shall not exceed the total amount paid by the Customer to the Provider under the Contract in connection to the relevant Service provided.

13. Force Majeure Event

13.1 If a Force Majeure Event gives rise to a failure or delay in either party performing any obligation under the Contract (other than any obligation to make a payment), that obligation will be suspended for the duration of the Force Majeure Event.

13.2 A party that becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in that party performing any obligation under the Contract, must:

(a) promptly notify the other; and

(b) inform the other of the period for which it is estimated that such failure or delay will continue.

13.3 A party whose performance of its obligations under the Contract is affected by a Force Majeure Event must take reasonable steps to mitigate the effects of the Force Majeure Event.

14. Termination

14.1 Either party may terminate the Contract by giving to the other party not less than 20 Business Days’ written notice of termination.

14.2 Either party may terminate the Contract immediately by giving written notice of termination to the other party if:

• (a) the other party commits any material breach of the Contract, and the breach is not remediable;
• (b) the other party commits a material breach of the Contract, and the breach is remediable but the other party fails to remedy the breach within the period of 20 Business Days’ following the giving of a written notice to the other party requiring the breach to be remedied; or
• (c) the other party persistently breaches the Contract (irrespective of whether such breaches collectively constitute a material breach).

14.3 Subject to applicable law, either party may terminate the Contract immediately by giving written notice of termination to the other party if:

• (a) the other party:
  • (i) is dissolved;
  • (ii) ceases to conduct all (or substantially all) of its business;
  • (iii) is or becomes unable to pay its debts as they fall due;
  • (iv) is or becomes insolvent or is declared insolvent; or
  • (v) convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;
• (b) an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;
• (c) an order is made for the winding up of the other party, or the other party passes a resolution for its winding up (other than for the purpose of a solvent company reorganisation where the resulting entity will assume all the obligations of the other party under the Contract); or
• (d) if that other party is an individual:
  • (i) that other party dies;
  • (ii) as a result of illness or incapacity, that other party becomes incapable of managing his or her own affairs; or
  • (iii) that other party is the subject of a bankruptcy petition or order.

14.4 Notwithstanding Clause 16, the Provider may terminate the Contract immediately and cease to provide the Services to the Customer if:

• (a) any amount due to be paid by the Customer to the Provider under the Contract is unpaid by the due date and remains unpaid upon the date that that written notice of termination is given; and
• (b) the Customer demonstrates professional misconduct or commits any criminal offence or is in breach of these Terms and Conditions in accordance with this Clause 14.4.

15. Effects of termination

15.1 Upon the termination of the Contract, all of the provisions of these Terms and Conditions shall cease to have effect, save that the following provisions of these Terms and Conditions shall survive and continue to have effect in accordance with their express terms or otherwise indefinitely: Clauses 1, 8.2, 8.4, 9, 11, 12, 15 and 18.

15.2 Except to the extent expressly provided otherwise in these Terms and Conditions, the termination of the Contract shall not affect the accrued rights of either party.

16. Notices

16.1 Any notice given under these Terms and Conditions must be in writing, whether or not described as “written notice” in these Terms and Conditions.

16.2 Any notice from one party to the other party under these Terms and Conditions must be given by using the following method (using the relevant contact details set out in the Registration Confirmation): 

• (a) sent by email, in which case the recipient must acknowledge receipt within 2 Business Days following such receipt, and the notice shall be deemed to be received upon the sending of such acknowledgement (which, for the avoidance of doubt, shall not require further acknowledgement),
  providing that, if the stated time of deemed receipt is not within Business Hours, then the time of deemed receipt shall be when Business Hours next begin after the stated time.

16.3 The addressee and contact details set out in the Registration Confirmation may be updated from time to time by a party giving written notice of the update to the other party in accordance with this Clause 16.

17. Subcontracting

17.1 The Provider may subcontract any of its obligations under the Contract to any third party at their discretion without prior notice to the Customer. 

17.2 The Provider shall remain responsible to the Customer for the performance of any subcontracted obligations. 

18. General

18.1 No breach of any provision of the Contract shall be waived except with the express written consent of the party not in breach.

18.2 The Contract may not be varied except by a written document signed by or on behalf of each of the parties.

18.3 The Customer hereby agrees that the Provider may assign the Provider’s contractual rights and obligations under the Contract to any third party. Save to the extent expressly permitted by applicable law, the Customer must not without the prior written consent of the Provider assign, transfer or otherwise deal with any of the Customer’s contractual rights or obligations under the Contract.

18.4 The Contract is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to the Contract are not subject to the consent of any third party.

18.5 Subject to Clause 12.2, these Terms and Conditions shall constitute the entire agreement between the parties in relation to the subject matter of these Terms and Conditions, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.

18.6 The Contract shall be governed by and construed in accordance with English law.

18.7 The courts of England shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with the Contract.

19. Warranties

19.1 The Provider warrants to the Customer that it has the legal right and authority to enter into the Contract and to perform its obligations under these Terms and Conditions.

19.2 The Customer warrants to the Provider that it has the legal right and authority to enter into the Contract and to perform its obligations under these Terms and Conditions.

19.3 All of the parties’ warranties and representations in respect of the subject matter of the Contract are expressly set out in these Terms and Conditions. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of the Contract will be implied into the Contract or any related contract.