- a) In these Terms:
- b) "Agreement" means each separate agreement for the provision of Courses by Escalla;
- c) "Booking Confirmation" means Escalla’s acceptance and confirmation of the Client’s Order;
iii) "Client" means the person, firm or corporate body placing the Order for Courses and Course Materials;
- iv) "Course Materials" means the course manual, exercises and other relevant documentation made available to Delegates;
- v) "Course" means each of the training courses or other services provided by Escalla or its agents or partners under the Agreement;
- vi) "Location" means the location at which the Courses are to be provided (whether Escalla’s premises,
the Client’s premises or such other location as may be agreed), as set out in the Order and confirmed in the Booking Confirmation;
vii) "Order" means the Client’s order for Courses to be provided by Escalla;
viii) "Delegate" means each of the individuals who are to receive the Courses under the Agreement, as set
out in the Order and confirmed in the Booking Confirmation;
- ix) "Escalla" meansEscallaGroup Limited, whose registered address is Angel Wharf, 170 Shepherdess Walk, London N1 7JL
- x) "EscallaEquipment" means any equipment to be supplied byEscalla for the purposes of providing the Course; and
- xi) "Terms" means these terms.
- b) In these Terms (except where the context otherwise requires):
- i) the index and clause headings are included for convenience only and shall not affect the interpretation of this Agreement; and
- ii) use of the singular includes the plural andvice versa, anduse of any gender includes the other genders.
2) APPLICATION OF THESE TERMS
- a) Subject to any variation under clause 2. c) each Agreement will be on these Terms to the exclusion of all
other terms and conditions (including any terms or conditions which the Client purports to apply under any
purchase order, confirmation of order, specification or other document).
- b) No terms or conditions endorsed upon, delivered with or contained in the Client’s purchase order,
confirmation of order, specification or other document will form part of each Agreement simply as a result
of such document being referred to in each Agreement.
- c) These Terms apply to all Courses provided byEscalla. No variation to these Terms or representation about
the Courses shall have any effect unless expressly agreed in writing and signed by a director of Escalla.
The Client acknowledges that it has not relied on any statement, promise or representation made or given
by or on behalf of Escalla which is not set out in these Terms or in the Schedule. Nothing in these Terms
will exclude or limit Escalla’s liability for fraudulent misrepresentation.
- d) Each Order for the supply of Courses by the Client from Escalla shall be deemed to be an offer by the
Client to receive Courses from Escalla subject to these Terms
- e) No Order placed by the Client shall be deemed to be accepted by Escalla until a written Booking
Confirmation is issued by Escalla.
- f) Each Order shall, upon acceptance by Escalla, give rise to a separate Agreement.
- g) The Client must ensure that the terms of its Order are complete and accurate, and that the Booking
Confirmation is complete and accurate in all respects.
- h) Any quotation is given on the basis that no contract will come into existence until Escalla despatches a
Booking Confirmation to the Client. Any quotation is valid for a period of 30 days only from its date,
provided that Escalla has not previously withdrawn it.
- i) In the event of any conflict between these Terms and the provisions of any Schedule, the provisions of that
Schedule shall prevail in respect of the corresponding Agreement.
- a)Escalla shall provide the Courses and supply the Course Materials to the Delegates on the dates/times
and at the Location specified in the Booking Confirmation.
- b) The Delegates should attend the Courses on the dates specified by Escalla in its Booking
Confirmation. Escalla shall not be liable for any costs, damages or expenses suffered by the Client as a
result of any cancellation or postponement of these Courses.
- c) The Client shall not assign its booking without prior written consent ofEscalla. However, the Client may
nominate another Delegate (being another employee of the Client) as a substitute if any Delegate is unable
to attend any Course.
4) OBLIGATIONS OF THE CLIENT
The Client shall, and shall procure that each Delegate shall:
- a) Co-operate with Escalla’s staff and accept their direction, supervision and control and confirm to Premier
IT’s rules and regulations;
- b) Take all reasonable steps to safeguard their own safety and the safety of any other person who may be
affected by that their actions whilst attending or using the Courses;
- c) Not engage in any conduct detrimental to the interests of Escalla; and
- d) Abide by the course prerequisites as notified to the Client or the Delegates by Escalla.
5) PAYMENT TERMS
- a) Invoices are raised and submitted to the Client upon Escalla issuing the Booking Confirmation.
- b) All fees are due for payment at least 14 days prior to the commencement of the Course. If any fees
remain outstanding at the date of commencement of the Course, Escalla reserves the right to cancel the
Course, and this shall be treated as a 0-14 day cancellation by the Client under clause 9 below.
- c)Escalla reserves the right to charge the client the current base lending interest rate plus 3.5% on all
unpaid fees. If payment has not been received within 3 months of the invoice date then in addition to the
interest that will be charged Escalla will charge a further flat fee of £100 per invoice to reflect the extra
costs of collecting this debt.
If the Client purchases Vouchers for payment for future Courses then the following terms apply:
- a)Escallashall charge for Courses at the discounted rates agreed with the Client at the time the Vouchers
- b) The Client shall pay for the Vouchers within 14 days of issue. Any Order placed prior to payment for the
Vouchers shall be deemed to be an Order for payment in cash at Escalla’s standard undiscounted rates.
- c) Payment for Vouchers is non-refundable.
- d) Subject to paragraph (e) below, all unused Vouchers expire 12 months after issue.
- e) The Client may renew any unused Vouchers for a further period of 12 months upon payment of the renewal
fee specified by Escalla at that time.
7) CONFIDENTIALITY AND COPYRIGHT
Except as authorised in writing by Escalla, the Client shall not, and procure that the Delegates shall not:
- a) Disclose, provide or make available to any person other than the Delegates the whole or any part of the
Course Materials or any copies of the Course Materials.
- b) Copy or adapt any of the Course Materials or issue, rent or lend copies of any of the Course Materials, or do
any other "act restricted by the copyright" (as defined in the Copyright, Designs and Patents Act 1988) in
relation to any of the Course Material.
- c) Without limitation to paragraph (b) above, include a copy of the Course Materials in any knowledge
management system, extranet or other electronic document retrieval system.
The Client shall not solicit or employ or otherwise engage or contract for the services of any employee or agent
of Escalla, engaged at any time in the provision and/or preparation of the Courses, until twelve months after
the date of termination of such employee’s or agents employment by Escalla or twelve months after the
completion of the Courses (whichever is the earlier).
If the Client wishes to cancel any Course (or any individual Delegate’s booking on that Course) then the Client
shall give written notice of cancellation to Escalla as soon as reasonably practicable.
- a) Irrespective of the notice period given, the Client will be entirely responsible for costs incurred byEscalla
or any third party associated with the booking of the Course such as hotel, equipment or third party services.
- b) Any oral notice given (or purported to be given) by the Client prior to (or in place of) the written notice
required by this clause shall not be valid and shall not be taken into account when calculating the cancellation charge under this clause.
FOR ALL OPEN COURSES: CLASSROOM AND LIVE ONLINE TRAINING
- c) If the Client gives notice of cancellation under paragraph a) more than 28 days prior to the commencement date for that Course, then no cancellation fee will be payable and Escalla shall refund any fees paid in respect of the cancelled Course.
- d) If the Client gives notice of cancellation under paragraph a) 28 days or less prior to the commencement date for that Course, then the Client agrees to pay a cancellation fee as follows (which the Client acknowledges is a genuine pre-estimate of the likely loss to Escalla arising from a late cancellation and is not a penalty):
WRITTEN NOTICE GIVEN CANCELLATION CHARGE
For Cancellations Written Notice Given:
- 0-14 days before commencement 100% of fee
- 15-21 days before commencement 50% of fee
- 22-28 days before commencement 25% of fee
If the Client wishes to postpone any Course (or any individual Delegate’s booking on that Course) then the Client shall give written notice of postponement to Escalla as soon as reasonably practicable.
- a) Irrespective of the notice period given, the Client will be entirely responsible for costs incurred by Escalla or any third party associated with the booking of the Course such as hotel, equipment or third party services.
- b) Any oral notice given (or purported to be given) by the Client prior to (or in place of) the written notice required by this clause shall not be valid and shall not be taken into account when calculating the postponement charge under this clause.
- c) If the Client gives notice of postponement under paragraph (a) more than 14 days prior to the commencement date for that Course, then no postponement fee will be payable.
- d) If the Client gives notice of postponement under paragraph (a) 14 days or less prior to the commencement date for that Course, then the Client agrees to pay a postponement fee as follows (which the Client acknowledges is a genuine pre-estimate of the likely loss to Escalla arising from a late postponement, and is not a penalty):
WRITTEN NOTICE GIVEN POSTPONEMENT CHARGE
For Postponements Written Notice Given:
- 0-7 days before commencement 100% of fee
- 8-14 days before commencement 50% of fee
If a Course (or any individual Delegate’s booking on that Course) having been postponed is subsequently cancelled by the Client, then:
- i) the Client shall pay the balance of the cancellation fee that would have applied had the Client initially cancelled rather than postponing; and
- ii) the provisions of clause 9 shall apply in respect of the subsequent cancellation.
- iii) Courses postponed and subsequently cancelled will be subject to level of cancellation fee that would have been applied if the course had been cancelled and not postponed. If the subsequent cancellation period is less than originally given when postponed then the cancellation fee will be charged for both instances.
11) PROMOTIONAL OFFERS
Occasionally, Escalla will initiate promotional offers which may vary the terms and conditions stated above as well as offering discounts. In such instances, Escalla reserves the right to withdraw any promotional offer at any time without notice. Any discounts offered will be based upon current standard prices. Clients who already benefit from a discounted price may select either the promotional offer or their agreed discount, but not both.
- a) Escalla constantly updates its Course Materials and therefore reserves the right to amend without notice
the Course contents and structures. The issuing of the Course Outline is intended only as a guide and does not form part of any contract with the Client. Clients booking workshop courses which use units of one or more course manuals will be issued manuals only with the units requested. Unless otherwise agreed in advance and confirmed in writing, the composite manual must not exceed the size of a standard course manual.
- b) Clients booking dedicated company Courses are responsible for ensuring that all Delegates are of an equal level in terms of current knowledge, abilities and capacity to learn when they (the client) have identified the course content. Escalla will give an indication of the duration of a course structure designed by the client based on the average performance of end-users but cannot be held responsible if one or more Delegates are not able to cover the course content in the estimated time. Delegates will however continue to benefit from receiving the full Course Materials content and the help-line support for the full Course content as agreed at the time of booking.
- c) Course finish times are approximate and based upon eight Delegates of average ability proceeding at a normal rate of progress. Early completion of the course does not qualify the Client for either a proportional rebate or for Delegates to train in other areas.
- d) If numbers on a public Course are not sufficient to make the Course viable, Escalla reserves the right to convert the Course to a one-day Accelerator or Workshop at no extra cost to the client.
13) THIRD PARTY RIGHTS
These Terms (and any Agreement made pursuant to them) do not create any right enforceable by any person other than the Client and Escalla under the Contracts (Rights of Third Parties) Act 1999.17) OWNERSHIP OF
14) GOODS OR SERVICE SUPPLIED
The title of any Course Materials supplied by Escalla remains vested in Escalla until full payment of the fees for the applicable Course is received.
English Law governs these Terms and the Client agrees to submit to the exclusive jurisdiction of the English