a) In these Terms:
(i) "Agreement" means each separate agreement for the provision of Courses by Escalla;
(ii) "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" means Escalla Group Ltd whose registered address is Angel Wharf, 170 Horseferry Road, London N1 7JL
(x) "Escalla Equipment" means any equipment to be supplied by Escalla for the purposes of providing the Course.
(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 and vice versa, and use 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 by Escalla. 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 (by email) to the person managing the booking to distribute to the delegates, unless hard copies have specifically been requested and paid for.
b) The Delegates should attend or use 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 the Courses.
c) The Client shall not assign its booking without prior written consent of Escalla. 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 Escalla’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) Escalla shall charge for Courses at the discounted rates agreed with the Client at the time the Vouchers are issued;
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; and
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; or
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).
a) 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) 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.
b) 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
0-14 days before commencement 100% of fee 15-21 days before commencement 50% of fee 22-28 days before commencement 25% of fee
c) 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.
d) 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.
a) 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.
b) 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.
c) 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
0-7 days before commencement 100% of fee
8-14 days before commencement 50% of fee
d) 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.
e) 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.
The following provisions apply where training is provided on site at a Location provided by the Client:
a) The Client shall ensure the supply of adequate power supply, power outlets and extension cables and any other facilities specified by Escalla (such as whiteboard-flipchart, OHP and screen).
b) The Client is responsible for ensuring that any use of software on the Client’s computer equipment by Escalla pursuant to the Course is permitted under the terms of the relevant software licence.
c) Delivery of Escalla Equipment will take place on the date specified in the Booking Confirmation or (if no such date is specified) between 9am and 5pm on the business day immediately preceding the date of the applicable Course. The Client shall ensure that the Location is made ready prior to the delivery of the equipment.
d) Escalla shall collect any Escalla Equipment no later than 5pm on the business day immediately following the completion of the applicable Course. The Client shall ensure that Escalla has access to the Location to collect the Escalla Equipment, and shall provide reasonable assistance as requested by Escalla. All expenses for extra visits or delays (other than where arising through any default of Escalla) will be charged to the Client at cost.
3. MONEY BACK GUARANTEE
Escalla’s money back guarantee only applies to the standard of the Course Materials and delivery of training by Escalla’s tutors. If a claim is made, then Delegate’s Course Review Form(s) of all the Delegates (including delegates of other clients) will be used to uphold or reject the claim. The money back guarantee does not apply to the provision of services or facilities supplied by third parties acting on behalf, or as agents of Escalla nor does it cover the use of help-line calls and other services associated with the provision of any Course.
4. 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. Tutors are however available to consolidate the Course up to 5pm.
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.
6. 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.
8. OWNERSHIP OF 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 courts.