1.1 In these Terms and Conditions of Business (“Terms”) the following definitions apply:
“Confidential Information” means any information that is proprietary or unique to Us and that is disclosed by Us to You during the term of this Agreement
“Course” means a product or service such as training, seminar, conference, certification, qualification or workshop, whether delivered in person/classroom setting, online, webinar or suchlike;
“Delegate” means the individual(s) named in a booking to attend a Course;
“Materials” means any documents, digital content or other items of content that we prepare or produce including but not limited to slide decks, manuals, hand-outs, news articles, blogs, video training and webinars. For the avoidance of doubt this includes any materials prepared by our employees, contractors or agents, or licensed by Us
“Service” means an online portal providing access to specific Materials and / or a query-response service (provided by any of phone, online communications, email or other mechanism). Services include but are not limited to the eLearning portal, the membership information portal, the ACT assessment portal, and all our help desk services
“Subscription Service” means an offering from Us that allows You access to specified Courses and / or Materials and / or Services for one year, unless a different length of time is stipulated on the invoice. Subscription Services include but are not limited to Memberships, The “Q” Quality Program and ACT, as specified on Our web site
“Fee” shall have the meaning given to it in clause 3;
We” “APA”, “Us”, “Our” or “Ours” means Accounts Payable Limited registered under company number 08954660 and whose registered office is 3a Penns Road, Petersfield, GU32 2EW
“You” or “Your” means the entity who placed the order with Us
2.1 These Terms and Conditions shall apply to all contracts for the sale of Courses or Subscription Services by Us to You to the exclusion of all other terms and conditions referred to, offered or relied on by You whether in negotiation or at any stage in the dealings between the parties, including any standard or printed terms tendered by You, unless You specifically state in writing, separately from such terms, that You wish such terms to apply and this has been acknowledged by Us in writing.
2.2 By submitting an order, you request to enrol your Delegate on the Course specified in the order and / or to purchase a Subscription Service on these Terms. We may accept or decline your offer for any reason including over-subscription on the relevant course.
2.3 On acceptance of your offer as described in clause 2.2 above, we will allocate a place for the Delegate(s) on the Course specified and / or commence your Subscription Service and send you an invoice. The agreement between us shall be formed when we send you such invoice.
2.4 Once we have received payment of the Fees, we will send you joining instructions for your Delegate(s) for a Course no later than 3 days prior to the date of commencement of the Course, or access to your Subscription Service.
3.1 The Fees can be found on our website (“Fees”) or as specified on Your invoice. You may be required to pay additional administration costs, as specified in clause 3.4 below (“Additional Costs”). Fees are subject to change from time to time.
3.2 The Fees are payable in full and cleared funds no later than 30 days from the invoice date. However, if the Course start date is less than 30 days from the invoice date, you will need to pay immediately so that Joining Instructions for the course can be issued in a timely manner. Additionally, login credentials for an online Course will not be released until payment has been received in full, and so payment should be expedited if immediate access to Course materials is required.
3.3 Payment may be made electronically by bank transfer to a bank account nominated by us or by credit or debit card. If you book a Course online, you may elect to pay electronically by credit or debit card at the time of booking or on invoice.
3.4 In addition to the Fees, you may also be required to pay the following Additional Costs:
3.4.1 charges for any late or dishonoured payments;
3.4.2 a fee for any course transfer or course deferral as set out in clause 4.2.2;
3.4.4 a fee for providing further Course Materials if you wish a Delegate(s) to complete a qualification assignment in the year after the year in which you booked the Course the Delegate took the course;
3.4.5 administration fee and expenses incurred by tutors for in-house Courses
3.5 If you fail to pay any part of your Fees or any Additional Costs in accordance with these Terms for any reason, we reserve the right (at our discretion) to take one or more of the following actions
3.5.1 suspend or exclude your Delegate(s) from the Course, or the provision of your Subscription Service;
3.5.2 prevent your Delegate(s) from registering;
3.5.3 withhold Delegate(s) exam results and any certificate;
3.5.4 take legal action against you to recover the Fees and any of your Additional Costs, claim for compensation, and claim other legal and administrative costs
3.5.5 terminate our agreement on written notice;
3.5.6 charge you interest on the overdue amount at the rate of 3% a year above the Bank of England base lending rate. This interest shall accrue from the due date until the date of actual payment of the overdue amount, whether before or after judgment. Interest is payable together with the overdue amount.
4.1. If you wish to transfer or defer a Delegate(s)’s booking to another Course of a different title, location or date, you must:
4.1.1 send us a written request by email or post; and
4.1.2 send an email detailing the proposed transfer or deferment or “the new course”:
(a) in the case of deferments, no later than 14 days prior to the start date of the original Course (unless we in our absolute discretion determine otherwise); or
(b) in the case of transfers, no later than 14 days prior to both the start date of the old Course and the start date of the new Course.
4.2 Any transfer or deferment request, will be:
4.2.1 At our discretion;
4.2.2 subject always to availability; and if applicable, the difference in the Fees for both courses.
4.2.3 subject to all Fees having been paid
4.3 Failure to comply with clause
4.1 may mean we may not be able to accommodate your request.
5.1 You procure that your Delegate(s) will behave appropriately and professionally at all times and in such a way so as not to:
5.1.1 cause a nuisance, injury or damage to other persons (in particular to other Delegate(s), our employees, authorised contractors, agents and any visitors) or to any of our property;
5.1.2 impede or prevent the provision of any Course; or
5.1.3 cause damage to our reputation.
5.2 You Procure that you will respect and abide by our general Terms and Conditions and any supplemental product or service-specific Terms, including restricting access to any Materials or Services to those employees that have a right to access such Materials or Services.
6.1 Cancellation by us:
6.1.1 The dates, times and venues advertised for a Course are provisional, but we will use reasonable endeavours to adhere to these.
6.1.2 In the event of change or cancellation of a Course pursuant to clause 6.1.1, we will use reasonable endeavours to notify you and offer an alternative date, an alternative Course, or an alternative delivery medium such as the use of a virtual platform. You agree that we shall incur no further liability whatsoever as a result of such change or cancellation.
6.1.3 If we cancel a Subscription Service we shall refund the Fees paid for the remaining term of the Subscription Service on a pro rata basis. You agree that we shall incur no further liability whatsoever as a result of such cancellation.
6.2 Cancellation of Courses by You:
6.2.1 You have no right to cancellation
6.2.2 You may request a transfer or deferment as per clause 4
6.2.3 If a transfer or deferment is not practical, we will make reasonable endeavours to deliver the course online where it is commercially viable for us to do so
6.3 We regret that we shall be unable to offer any refund to you where your Delegate(s) is unable to attend due to unforeseen circumstances, for example, illness however we may accept a transfer request in such situations.
6.4 Where a Delegate is booked for an online Course leading to a professional qualification, access to online course materials and revision tools shall be valid for one year only from course start date. If you do not renew access to online course materials and revision tools at its expiration of that year, it is the Delegate’s responsibility to make sure their knowledge and study materials are up-to-date.
6.5 We are under no obligation to provide course materials and revision tools to Delegates that take an examination or enter assignments in the year after the year in which You booked the Course or the Delegate took the Course. However, if requested we will provide up-to-date course materials and revision tools to a Delegate, but this shall be subject to payment by you of a fee to be determined by us.
6.6 Cancellation of Subscription Service by You:
6.6.1 You may cancel your Subscription Service at any time, but must comply with Clause 8.6 on cancellation
6.6.2 No refund will be made for unused portions of the term of the Subscription Service
7.1 Any promotion advertised on our website or otherwise is subject to availability. A promotion does not give you the right to book a specific Course or book a combination/mix of Courses. We reserve the right to reject the combination/mix of Courses or cancel a promotion without notice.
8.1 The copyright, design right and all other intellectual property rights in any Materials will belong to us, or our licensors, absolutely. You acquire no ownership of copyright or other intellectual property rights in any Materials or content that You gain access to as a result of Your purchase from Us.
8.2 Subject to the terms herein, You are granted a non-exclusive, non-transferrable limited license to access and use the Materials made available from time to time that You have purchased.
8.3 You may not, and you must ensure that your Delegate(s) do not copy or reproduce the Materials we provide without written authorisation from Us, other than to provide them to a colleague in Your organisation that has a valid right to use them via a Subscription Service you have purchased from Us
8.3.1 You may not provide any Materials, or access to any Services, to anybody outside of Your organisation,
8.3.2 You may not take any Materials, or access to any Services, with you if you leave the organisation that purchased them.
8.3.3 Audio or video recording of any Course or Service or Materials is not allowed except where we have given prior written permission.
8.4 You must ensure that your Subscription Service users and Delegates comply with any supplemental Course- or Service-specific additional terms and conditions, which include but are not limited to: our e-learning agreement for any online Course, the ACT assessment portal terms and conditions for use of the ACT portal. In the event of conflict between the supplemental terms and these general terms, the supplemental terms shall take precedent.
8.5 If You have purchased a Subscription Service from Us, you may only use the Materials and / or the Services associated with that Subscription Service during the time period that your subscription is valid.
8.6 At the end of your Subscription Service, You must:
8.6.1 remove all electronic versions of any Materials provided as part of the subscription from Your network or any other electronic storage location
8.6.2 destroy all physical Materials or other deliverables provided as part of the subscription
8.6.3 cease using any Services, irrespective of whether log-in credentials continue to function
9.1 Nothing in these Terms shall limit either party’s liability for:
9.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
9.1.2 fraud or fraudulent misrepresentation; or
9.1.3 the indemnities offered in clause 16 of these Terms
9.2 We shall under no circumstances whatever 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 our obligations under these Terms; and
9.3 Our total liability to you in respect of all other losses arising under or in connection with the agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed:
(a) the Fees for the product or service in respect of which the costs have incurred, or
(b) the value of any insurance policy we may have which will cover Our liability to You, whichever may be the higher.
9.4 We shall under no circumstances be liable to You for Your inability to use Our online Services for whatever reason, including but not limited to any unanticipated or unscheduled downtime or Our suspension of Your account
9.5 We warrant that:
9.5.1 the Courses, Materials and Services will be provided using reasonable care and skill.
9.5.2 We own or have valid licenses for all content and IP provided in the Materials
9.5.3 We have appropriate insurance in place for a business of Our type and size
9.6 Notwithstanding clause 9.5, all Materials and Services are provided “as-is”. We do not warrant that the Services will be uninterrupted. Except as set out in these Terms, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from these Terms.
10.2 Agreement to the processing of your Personal Data is a condition of acceptance onto any of our products or services. By submitting an order, you signify agreement to this processing.
10.3 The parties agree that you will be the Data Controller and we will be the Data Processor in relation to such Personal Data. You warrant and represent that:
10.3.1 you are entitled to transfer such Personal Data to us to lawfully allow us to process the Personal Data in accordance with these Terms; and
10.3.2 you will process the Personal Data in compliance with all applicable laws, enactments, regulations, orders, standards and other similar instruments.
10.3.3 Consequently, we will not be liable for any claim brought by a Data Subject arising from any action or omission by us, as Data Processor, to the extent that such action and omission resulted from your instructions.
10.4 We agree to take appropriate technical and organisational measures, having regard to the state of technological development, the cost of implementing any measures and the nature of the Personal Data to be protected, to protect such Personal Data from unauthorised or unlawful processing and against accidental loss or destruction of, or damage to, such Personal Data. Without limitation, we may disclose such information to the extent required to do so by law or by the order of any competent authority.
10.5 Capitalised terms used in this condition and not defined elsewhere shall have the meanings given in the Data Protection Act 1998 (as may be amended from time to time).
11.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these Terms that is caused by an event outside our reasonable control, including without limitation changes in applicable laws, actions or delays by any government authority, acts of God, floods, lightning, storm, fire, explosion, war, military operations, acts or threats of terrorism, strike action, lock-outs or other industrial action or a pandemic, epidemic or other widespread illness (“Force Majeure Event”).
11.2 Our obligations under these Terms will be suspended for the period that the Force Majeure Event continues, and the time to perform these obligations shall be extended for the duration of that period. We will take reasonable steps to bring the Force Majeure Event to a close or to find a solution by which our obligations under these Terms can be performed despite the Force Majeure Event.
12.1 If your order includes access to a series of video training “webinars”, the following terms apply:
12.1.1 Your purchase entitles any employee of your organisation to benefit from the webinars;
12.1.2 You may be given the opportunity to attend the video training live by registering in advance on our video training delivery platform. Your colleagues may register in a similar manner, subject to our reasonable use policy;
12.1.3 You will be provided with login credentials to a web location where you may view any of the webinars on demand, and if available retrieve copies of the accompanying presentation and course notes. Credentials can be shared with others in your organisation for this purpose.
14.1 if your order includes access to one of our online or telephone help desk services, the following terms apply:
14.1.1 the help desk service will be provided between the hours of 8:30 and 5:30 Monday through Friday, except for UK public holidays.
14.1.2 We will acknowledge your query within 1 working day and notify You if we expect the response to take longer than our standard response time. We will make reasonable endeavours to respond to your query within the timescale indicated in our service description, if applicable, but in any event within 3 working days. However, You agree that We cannot be held responsible if there is any delay in Our response
14.1.3 The helpdesk will be staffed by individuals with the appropriate skills and experience to manage your query either directly or through our network of industry experts, but we cannot guarantee a response from a specific individual
14.1.4 We will make reasonable endeavours to provide an accurate response to your query, provided it is on an appropriate topic. However, if the topic of the query is unusual or very complicated it may not be possible to respond fully or at all within this service. In this case we will make reasonable endeavours to provide a quote to answer the query using our consultancy service
14.1.5 You acknowledge that our responses are provided “as-is” with no warranty regarding completeness or accuracy. You agree that We cannot be held responsible for any actions You do or do not take as a result of Our response to Your queries.
15.1 If any court or competent authority decides that any of the provisions of these Terms are invalid, unlawful or unenforceable to any extent, such Term will, to that extent only, be severed from the remaining terms, which will continue to be valid to the fullest extent permitted by law.
15.2 If we fail, at any time while these Terms are in force, to insist that you perform any of your obligations under these Terms, or if we do not exercise any of our rights or remedies under these Terms, that will not mean that we have waived such rights or remedies and will not mean that you do not have to comply with those obligations. If we do waive a default by you, that will not mean that we will automatically waive any subsequent default by you. No waiver by us of any of these Terms shall be effective unless we expressly say that it is a waiver, and we tell you so in writing.
15.3 A person who is not party to these Terms (including without limitation any Delegates, shall not have any rights under or in connection with them under the Contracts (Rights of Third Parties) Act 1999.
15.4 These Terms shall be governed by English law and You and We both agree to the exclusive jurisdiction of the English courts.
15.5 You may use our Confidential Information only in connection with your use of the Courses and Services as permitted under this Agreement. You will not disclose our Confidential Information during the term of this Agreement or at any time during the 5-year period following the end of the Agreement. You will take all reasonable measures to avoid disclosure, dissemination or unauthorized use of our Confidential Information, including, at a minimum, those measures you take to protect your own Confidential Information of a similar nature.
16.1. You will defend, indemnify, and hold harmless us, our employees, officers, directors, and representatives from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to:
(a) breach of this Agreement or violation of applicable law by you;
(b) any third-party claim concerning your use of the Courses or Subscription Services
16.2 We will defend, indemnify, and hold harmless you, your employees, officers, directors, and representatives from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to any unaffiliated third party claim that our Services infringe its patent, copyright or trademark or makes unlawful use of its trade secret. If we reasonably believe that a claim under this Section may bar your use of the Product, we will seek to: (i) obtain the right for you to keep using it; or (ii) modify or replace it with a functional equivalent and notify you to stop use of the prior version of the Product. If these options are not commercially reasonable, we may terminate your rights to use the Product and then refund any advance payments for unused Subscription rights.
16.3 Process. Each party will promptly notify the other on receipt of any claim subject to Section 16.1 or Section 16.2 (as the case may be) but failure to promptly notify the other party will only affect the failing party’s obligations under Section 16.1 or 16.2 to the extent that the failure prejudices the other party’s ability to defend the claim. The defending party may: (a) use counsel of their own choosing to defend against any claim; and (b) settle the claim as they deem appropriate, provided that they obtain the other party’s prior written consent, not to be unreasonably withheld, before entering into any settlement.
We may modify this Agreement (including any Policies) at any time by posting a revised version on our Web Site or by otherwise notifying you. The modified terms will become effective upon posting or, if we notify you by email, as stated in the email message. By continuing to use the Courses or Subscription Services after the effective date of any modifications to this Agreement, you agree to be bound by the modified terms.