Definitions

In these Conditions, the following expressions have the following meanings:

Authorised Users means such of your personnel whom we both agree are entitled to attend or access the Programmes.

Booking means a request by you to attend or access a specified Programme or Programmes from our range of available Programmes which is accepted in writing by us.

Business Day means any day when the banks in London are open for non-automated business.

Conference means a training session where training is delivered face to face at a venue chosen by us.

Contract means, in relation to a One Off Booking, the contract between us for the provision of a specific Programme or Programmes and, in relation to a Subscription, the contract between us for the provision of the Programmes available under the Subscription.

CPD means the process of training and updating which all solicitors practising in the UK and the Republic of Ireland are obliged to undergo in each year.

Delivery Date means, in relation to a Booking, the date on which the Programme is due to be delivered.

Electronic Materials means such of the Materials as are available online or on CD or DVD.

Fees means the fees payable to us in connection with the Contract.

In House Training means face to face training delivered by us or on our behalf at your premises.

Initial Subscription Period means, in relation to the duration of a Subscription, the period of months or years stated on the Order Form.

Insolvency Event means an event where a party is unable to pay its debts (within the meaning of section 123 of the Insolvency Act 1986) or becomes insolvent or an order is made or a resolution passed for the administration, winding-up or dissolution of a party (otherwise than for the purposes of a solvent amalgamation or reconstruction) or an administrative or other receiver, manager, liquidator, administrator, trustee or similar officer is appointed over all or any substantial part of the assets of a party’s assets or a party enters into or proposes any composition or arrangement with its creditors generally or any analogous event occurs in any applicable jurisdiction.

Materials means the content of the Programmes and all materials provided by us or on our behalf in connection with the Programmes including hard copy documents, CDs, DVDs, online publications, videos and recordings.

One Off Booking means a Booking made by you other than under or in connection with a Subscription.

Online Service means the web based service via which we provide access to such of the Programmes and Materials as are delivered online

Order Form means our standard order form or customer agreement in which details of the Booking or the Subscription, as the case may be, are set out.

Programmes means our legal training and updating programmes including DVDs, CDs, electronic publications, webinars, Conferences and In House Training.

Subscription means an arrangement under which we agree to provide such number of hours’ worth of training via such selection of Programmes as is in each case specified in the Order Form.

Basis and formation of Contract

In relation to One Off Bookings, the Contract will come into force when we dispatch written confirmation of the Booking to you.

In relation to Subscriptions, the Contract will come into force at the point at which you sign our Order Form.

All Contracts will be subject to these Conditions, to the exclusion of any other terms and conditions which you might seek to incorporate or which might be implied by trade, custom or a course of dealing.

Except where indicated to the contrary, these Conditions apply equally to One Off Bookings and Subscriptions.

Delivery of the Programmes

A One Off Booking entitles the Authorised Users to access the Programme specified in the Booking.

A Subscription entitles the Authorised Users to access the Programmes available under the Subscription in order to receive the hours of training available under the Subscription provided that:

some Programmes (including Conferences) will be subject to availability and to a Booking being made prior to the Delivery Date

each Programme will be deemed to account for the number of hours reasonably allocated to it by us, notwithstanding how long it takes a particular individual to complete the Programme.

We reserve the right to change the titles, contents and presenters of our Programmes from time to time and make no guarantee that a particular Programme will be available at any given time.

We will use our reasonable endeavours to:

ensure that the Programmes are delivered with reasonable skill and care;

make the Online Service available to Authorised Users; and

ensure that the Programmes can be used to secure qualifying periods of CPD for Authorised Users provided that we will not be liable if changes in relevant legislation or professional rules means that the Programmes cannot be so used.

We will not be liable to you if you are unable to access the Online Service due to problems with your internet connectivity or the incompatibility with the Online Service of your internet browser or any other technology used by you.We will use our reasonable endeavours to:

Notwithstanding clause 3.4, we do not warrant that:

access to the Online Service will be uninterrupted or error free; or

the Programmes will ensure any particular learning outcome or result and you must use your own judgment in this respect; or

the Authorised User will use the Programmes in such a way that they are guaranteed to secure qualifying periods of CPD.

Authorised Users

The Authorised Users are:

the individual(s) named in the Booking or otherwise agreed between us in writing; or

in relation to Programmes available under a Subscription via the Electronic Materials, such number of users as is indicated on the Order Form.

You agree that:

only Authorised Users will be entitled to use the Programmes to secure qualifying periods of CPD;

all passwords issued by us to you and/or Authorised Users for the Online Service must be kept secure and must not be shared with any third parties, including without limitation any other personnel in your organisation; and

you are responsible for all acts or omissions of your Authorised Users in connection with the Programmes.

Subscriptions

Your Subscription will commence on the date indicated on the Order Form and continue for the Initial Subscription Period unless terminated in accordance with these Conditions.

Unless indicated to the contrary on the Order Form, at the end of the Initial Subscription Period the Subscription will automatically renew for successive 12 month periods unless and until terminated:

by us in accordance with clause 8; or

by you in accordance with clause 9; or

by either you or us giving not less than 3 months’ written notice to terminate the Subscription at the expiry of the Initial Subscription Period or an anniversary thereof.

The amount of the Fees:

is calculated by reference to the number and type of Programmes included in the Subscription;The amount of the Fees:

is calculated by reference to the number of Authorised Users indicated on the Order Form;

is fixed for the Initial Subscription Period but thereafter subject to an annual upward review of up to 5% to reflect our standard charges from time to time; and

does not include any In House Training, except at our discretion.

If you wish to add additional Authorised Users, you may do so at our discretion and subject to paying increased Fees.

On expiry or termination of your Subscription, you will have no further rights to access the Programmes unless we agree in writing (either via the Order Form or otherwise) that your access rights will continue for an extended period.

Subscriptions

In relation to In House Training you must:

provide such facilities, information and access to your premises as we reasonably require to deliver the Programme;

ensure that your premises and facilities are fit for purpose and safe for use by such of our employees, agents, contractors and other personnel involved in the delivery of the Programme;

indemnify us against any losses, damages, costs or expenses suffered by us (including indirect or consequential loss) as a result of any damage to property or injury to any person which occurs on your premises, except to the extent that such damage or injury is caused by our negligence or default.

Subscriptions

We or our licensors own all intellectual property rights in the Materials. Subject to payment by you of the Fees, we licence your Authorised Users to use the Materials solely for their educational non-commercial purposes.

You may:

electronically display the Electronic Materials to Authorised Users and print a reasonable portion of the Electronic Materials for use by Authorised Users;

retrieve and store a single machine-readable copy of a reasonable portion of the Electronic Materials for no more than 90 days and only for use by Authorised Users; and

keep all copies of hard copy Materials for use by the Authorised User to whom they were provided.

You must not and must ensure that Authorised Users do not:

store, transmit or distribute through the Online Service any material which is unlawful or which promotes or facilities unlawful activity;

attempt to disassemble, reverse engineer or reverse compile, or otherwise reduce to human-perceivable form any of the Online Service;

use the Online Service or any Materials in any way that infringes the intellectual property rights of us or our licensors;

except as permitted in these terms or as expressly permitted by law, download, display, distribute or make any copies of any of the Materials.

Cancellation, variation or termination by us

We can cancel a Booking and/or terminate your Subscription at any time without liability to you if you:

fail to pay the Fees within 7 days of their due date

commit a material breach of these Conditions which you fail to remedy within 14 days of us notifying you of the breach; or

you are subject to an Insolvency Event

If we terminate a Subscription under clause 8.1:

all Fees that are outstanding or, in the case of a Subscription, which would have fallen due during the Subscription Term, will become payable immediately; and

you will have no further right to access to the Programmes.

We can cancel a Booking if for any reason the Programme in question becomes unavailable, in which case our sole liability to you will be to provide you with access to appropriate alternative Programme or, in the case of One Off Bookings, refund the Fee paid.

We reserve the right to change the details of a Programme including, without limitation, the presenter or the venue at any time without liability to you provided that if we change the venue to a location 10 miles or more from the original venue, we will allow you to cancel the Booking or transfer to an alternative Programme, at your option.

Cancellation, variation or termination by you

Bookings and/or Subscriptions cannot be cancelled or changed by you, except as expressly permitted in these Conditions.

If an Authorised User is unable to attend a Conference, webinar or In House Training you may send a substitute, subject to giving us 1 day’s written notice.

You can cancel a Booking or terminate a Subscription at any time if we commit a material breach of these Conditions which we fail to remedy within 14 days of you giving us written notice of it.

You can cancel a Booking in relation to a Conference in the following circumstances and subject to the following conditions:

if you provide us with written notice of cancellation not less than 2 weeks before the Delivery Date you may, at your option:

(a) Cancel the Booking, in which case your sole liability will be to pay us an administration fee of £25; or

(b) Transfer the Booking to an alternative available Programme, subject to first paying all outstanding Fees; or

if you provide us written notice of cancellation less than 2 weeks before the Delivery Date, you may transfer the Booking to an alternative available Programme subject to paying all outstanding Fees and an administration fee of £50.

You can cancel a Booking in relation to In House Training in the following circumstances and subject to the following conditions:

if you provide us with not less than 30 days’ written notice of cancellation you may:

(a) Cancel the Booking subject to paying us 50% of the Fees; or

(b) Change the Delivery Date, subject to paying any outstanding Fees in full plus an additional 10% of the Fees; or

if you provide us with less than 30 days’ written notice of cancellation you may cancel the Booking subject to paying us 100% of the Fees.

Fees

The Fees applicable to the Contract will be in the following amounts payable at the following times:

in relation to a One Off Booking, the Fees will be as advertised by us or, if different, as agreed in writing between us and payable within 30 days of the date of our invoice or, if sooner, before the Delivery Date; and

in relation to Subscriptions, the Fees will be as set out in the Order Form and payable at the intervals set out in the Order Form.

Unless otherwise agreed in writing between us, the Fees are exclusive of amounts in respect of value added tax chargeable for the time being (VAT). Where any taxable supply for VAT purposes is made under the Contract by you shall pay to us such additional amounts in respect of VAT as are chargeable.

If you fail to pay the Fees by the due date for payment then you must pay interest on the overdue amount at the rate of [4% per cent per annum above the base rate from time to time of our bank in the UK. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. You must pay the interest together with the overdue amount.

You shall pay all sums due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). We may, without limiting its other rights or remedies, set off any amount owing to us by you against any amount payable by us to you.

If we request you to do so, you will provide us with valid, current credit or debit card details and you authorise us to use those details to charge the Fees to your account as and when they fall due.

Our liability

You acknowledge and agree that whilst we take reasonable steps to ensure that the content of the Programmes and the Materials is accurate and up to date:

Nothing in these Conditions shall limit or exclude our liability for:

death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors; or

fraud or fraudulent misrepresentation.

Subject to clause 11.2:

we will under no circumstances be liable to you whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and

our total liability to you in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the Fees paid by you in connection with the Contract.

Force Majeure

For the purposes of these Conditions, Force Majeure Event means an event beyond our reasonable control including but not limited to strikes, lock-outs or other industrial disputes (whether involving our workforce of the workforce of any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.

We will not be liable to you as a result of any delay or failure to perform its obligations under the Contract as a result of a Force Majeure Event.

General

Assignment and other dealings.

We may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of our obligations under the Contract to any third party or agent.

You shall not, without our prior written consent assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of your rights or obligations under the Contract.

Notices.

Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company or limited liability partnership) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier or fax.

A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 13.2.1; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by fax one Business Day after transmission.

The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

A waiver of any right under the Contract or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.

No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, nor constitute either party the agent of the other for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.

A person who is not a party to the Contract shall not have any rights to enforce its terms.

Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by us.

This Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of England and Wales.

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).