CLICK ACADEMY TERMS AND CONDITIONS
1 APPLICATION OF THESE TERMS
1.1 These terms and conditions (“Terms”) apply to the contract between:
1.2 Flourish Learning Ltd a company incorporated in England (company number 06158047) whose registered office is at Switch House Suite B2, First Floor, Northern Perimeter Road, Bootle, England, L30 7PT (, “We”, “Ours” or “Us”); and
1.3 The customer entity identified in the Booking Agreement (“You” or “Your”),
1.4 Except as otherwise expressly set out in these Terms, these Terms are the only terms and conditions upon which We will provide the Course(s) (identified in the Invoice or Booking Agreement (as applicable), as defined below) to You and they apply to the exclusion of all other terms and conditions, including those that would otherwise be implied or imposed by statute, common law, trade custom or practice, except to the extent We are prevented from excluding such terms and conditions by law.
1.5 Where a Course combines face to face learning with Our Click Learning online services, then the Click Learning Terms (found at https://flourish.co.uk/click-learning-policy/) shall apply to your use of the Click Learning online services.
1.6 These Terms together with either: (i) the invoice we have sent you (“Invoice”); or (ii) the booking agreement we have entered into with you (“Booking Agreement”) constitute the entire agreement and understanding between us relating to the Course (“Contract”) and You acknowledge that You have not relied on, and shall have no remedy in respect of, any representation made or given by Us or on Our behalf (whether innocently or negligently) which is not expressly set out in these Terms.
1.7 The Contract between Us and You will be formed upon Us accepting your purchase of access to the Course.
2 THE COURSES
2.1 Upon payment of the Fee in accordance with these Terms We shall grant You the agreed number of invites for those employees, agents, contractors and/or other third parties that you identify to us (“Learners”) to attend the Click Academy Courses selected by You and identified in the latest Invoice/your Booking Agreement (“Courses”).
2.2 Your Learners shall attend the Courses on the dates selected by You and identified on the Invoice. If any of Your Learners are unable to attend, you must give us as much advance written notice as is reasonably practicable, and we shall (if possible) invite these Learners to an alternative date. You will be required to pay the Fee for all Courses whether or not the Learners attend all Courses.
2.3 There is a maximum number of places on each Course, and You shall be responsible for ensuring that no Learners in excess of this maximum number of places attend each Course. We reserve the right to refuse entry to any Learners in excess of the stated maximum number of places. Programmes are limited to a maximum of 14 delegates for Well Led 18 delegates for Lead to Succeed and 10 delegates for Leading Change Improving Care; this allows all delegates the opportunity to engage in discussions and more active participation.
2.4 Upon receipt of payment in accordance with paragraph 3, we will email your administrator (at the details You have provided to Us) providing them with attendance details (including, without limitation, venue details or webinar links (as applicable) and Course timings). You will be responsible for sharing attendance details to each Learner.
2.5 Unless otherwise agreed it is Your responsibility to: (i) book the training venue and ensure facilities are suitable to enable the Course to be provided; (ii) book any equipment needed for supply of the Course not supplied by Flourish, including (without limitation) large projectors or venue specific equipment; (iii) to confirm with Us at least two weeks before each Course: (a) the final number of Learners attending; and (b). The venue address, start time and finish time, along with details of any scheduled breaks.
2.6 You shall procure that all Learners that attend any Course(s) comply with these Terms and any applicable terms and conditions or policies applicable to the venue in which the Course is being hosted.
2.7 We are not responsible if You or your Learners are unable to view and participate in the Course(s) as a result of not having suitable access to the internet or suitable hardware or software. You or the Learner (as applicable) shall be responsible for paying any service fees, telephone charges or other costs associated with enabling access.
2.8 If You require Us to provide certificates to Your Learners You will need to provide Us with a list of Learners’ details following completion of the Course.
3 FEE AND PAYMENT
3.1 Unless otherwise agreed by Us in writing, the fee payable by You for the Courses shall be the price set out in the Invoice or the Booking Agreement (as applicable) (the “Fee”) calculated in accordance with the standard rate for the Courses you have purchased as set out on Our website. The Fee is stated exclusive of value added tax (“VAT”), which shall be added at the prevailing rate as applicable.
3.2 You shall pay the Fee by as agreed when you sign up for access to the Courses. Payment is due on the date specified on the relevant invoice or Booking Agreement.
3.3 You shall make all payments due in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless required by law.
3.4 If payment is not made within 30 days of the due date for payment we reserve the right:
3.4.1 to charge a late payment administration fee of £25 for each overdue invoice;
3.4.2 to charge interest on any overdue sums at the rate of 10% per annum, accruing from the due date for payment until the date that payment of such overdue sum is made; and/or
3.4.3 to exclude your Learners from all Courses unless and until the Fee is paid.
4 JOINING INSTRUCTIONS
4.1 Information will be sent to delegates by email at least seven days prior to each module and again on the day of the module, 1 hour before the start. The Provider will not be responsible for non-arrival of registration information; delegates should check their spam folder. The Provider can be reached on 03300 560555 or via adultcare@Flourish.co.uk if joining instructions are not received within seven days of the event.
4.1.1 Each delegate is required to join using an internet accessible device. One device should be used per delegate. Mobiles phones are not advised to be used.
4.1.2 Cameras must be kept on during the duration of the programme module. Delegates are advised to use headphones and a mic in order to keep background noise to a minimum.
4.1.3 We recommend that delegates join each webinar five to ten minutes in advance of the scheduled start time, in case of any issues with their device, but must ensure they join each webinar no later than ten minutes after the start time. No admittance will be given after this point.
4.1.4 If the delegate is deemed to not have safely joined (i.e. the delegate has joined whilst driving) the delegate will be removed from the module and asked to rebook at a cost to You.
5 MISSING A MODULE
5.1 If a delegate cannot make, or misses, one or more of the modules as part of a multi-day programme, then the Provider should be contacted as soon as possible on 03300 560555 or via adultcare@Flourish.co.uk to book a replacement module to catch up on any missed content. Options include a one-to-one with a trainer, a webinar or an alternative date, depending on availability and all of which are chargeable, unless there is an event or space available that can be offered free of charge, e.g. at short notice due to a cancellation. The Purchaser should ensure that a delegate can attend all modules prior to booking. All missed modules will be charged at the full rate of the programme divided by the number of modules.
5.1.1 Leading Change Improving Care programmes must be completed in module order, due to the interactions and group activities involved within the programme. If a module cannot be attended, a delegate/the Purchaser will be required to restart the full programme at their own cost.
6 DISCLAIMER
6.1 You acknowledge and agree that:
6.1.1 each Course(s) is not intended to assess or ensure the Learner’s general and overall competency in the area covered by the Course. You acknowledge that competency will not be achieved solely as a result of Learners completing the Course (or any part of it), as competency depends on a number of different factors and learning situations for which the Course forms only a limited part;
6.1.2 We do not warrant that the information provided by Us in the Course(s) is sufficient, appropriate for any particular circumstances or will meet Your requirements;
6.1.3 We do not warrant that Your use of the Course(s) will be uninterrupted or error-free;
6.1.4 We give You no warranty or assurance that any Course(s) or the means of delivering it is compatible with Your software or computer configuration;
6.1.5 We may change all or any part of the Courses at any time at Our discretion; and
6.1.6 We are not obliged to provide updates on any developments in respect of the subject of the Courses which may arise after You agree to the Terms.
7 CONTENT AND INTELLECTUAL PROPERTY RIGHTS
7.1 The content of each of the Courses (including everything seen on screen if relevant) (“Course Content”) belongs to Us (or Our licensors) and all copyright and other intellectual property rights in the Courses belong to us or Our licensors. A Learner may:
7.1.1 retrieve and display the Course Content (for Courses delivered virtually) on a computer screen by accessing the Course using their Learner ID; and
7.1.2 print individual pages on paper and/or store such pages in electronic form on their PC and/or internal server (but not any other server or other storage device connected to an external network).
7.2 You shall not and shall procure that the Learners shall not:
7.2.1 record or otherwise replicate the Course Content;
7.2.2 redistribute any of the Course Content;
7.2.3 make any part of any Course available to anyone except as permitted under these Terms or authorised by Us in writing;
7.2.4 create a database in electronic or structured manual form by systematically downloading and storing or printing all or any of the Course Content;
7.2.5 alter or seek to alter any of the Course Content;
7.2.6 except as expressly set out in these Terms modify, reproduce or in any way commercially exploit any of the Course Content.
7.3 Our website may contain information and links to and from other online resources maintained by third parties. We do not control the content of these resources and the inclusion of such links does not imply that We endorse or guarantee the reliability or accuracy of the information they contain.
8 NON SOLICITATION
8.1 You agree that for the period after booking a course and until expiry of twelve months after the course, You shall not, without prior written agreement from Us, knowingly employ or engage on any basis or offer employment to anyone employed or engaged by Us who have been associated with the service provided.
9 LIMITATION OF LIABILITY
9.1 Nothing in these Terms shall limit or exclude the liability or remedy of either party:
9.1.1 for death or personal injury caused by its negligence, or the negligence of its employees, agents or sub-contractors;
9.1.2 for fraud or fraudulent misrepresentation; or
9.1.3 for any act, omission or matter, liability for which may not be legally excluded or limited.
9.2 Subject to paragraph 6.1 and 6.3:
9.2.1 Our total liability to You for any claim or claims, whether arising in contract, tort (including negligence), breach of statutory duty or restitution, or for misrepresentation, or otherwise howsoever shall in no circumstances exceed 100% of the Fee; and
9.2.2 We shall not have any liability to You, whether arising in contract, tort (including negligence), breach of statutory duty or restitution, or for misrepresentation, or otherwise howsoever, for any:
a) loss of profit;
b) loss of business;
c) wasted expenditure;
d) depletion of goodwill and/or similar losses;
e) loss or corruption of data or information; or
f) special, indirect or consequential loss, costs, damages, charges or expenses.
9.3 Except as expressly provided in these Terms, You assume sole responsibility for results obtained from the attendance at the Course(s) by the Learners, and for conclusions drawn from such use. We shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided by You in connection with the Course(s), or how we incorporate those into the Course(s).
10 PERSONAL DATA
10.1 You acknowledge and agree that, for the purposes of the Data Protection Act 2018 and UK GDPR (as defined in section 3 of that Act) and other applicable data protection laws (“Data Protection Laws”):
10.1.1 each party is an independent Controller (as defined in Data Protection Laws) of its processing of any personal data in connection with the Contract;
10.1.2 our privacy notice, currently located at flourish.co.uk/privacy-policy/ as amended from time to time (“Privacy Notice”), shall apply to our processing of any personal data relating to Learners in connection with the Contract and nothing in these Terms shall prevent us from processing such personal data in a manner that is consistent with such notice; and
10.1.3 any personal data we collect directly from Learners from time to time is personal data obtained from the Learner in its capacity as a Data Subject (as defined in Data Protection Laws), and not from you in your capacity as a Controller.
10.2 You shall disclose to us Learner’s contact details and job role and location, and any other personal data relating to Learners that we reasonably request from you from time to time in connection with the Contract.
10.3 You shall comply with all of your obligations under Data Protection Laws (and shall not by any act or omission cause us to breach any such laws), including by ensuring that you provide a privacy notice to all Learners that describes us as a recipient of their personal data, the purpose for which you share the personal data with us and the categories of personal data that you share.
10.4 You shall notify us with full details of any request you receive from a Learner exercising its rights under Data Protection Laws in relation to our processing of its Personal Data and provide reasonable assistance in relation to any investigation by, or query, request or other communication we receive from, any data protection supervisory authority.
10.5 You shall notify us without undue delay if you experience a data protection breach which has the potential to compromise the security of Click Learning software or any of the personal data hosted within it (for example a cyber attack).
10.6 By accepting these terms and conditions you agree to process any personal data you share with us in accordance with the Flourish Learning Limited Data Sharing Agreement.
11 CONTRACT TERM AND TERMINATION
11.1 The Contract shall, unless otherwise terminated as provided in this paragraph , commence on the date set out in the Invoice or Booking Agreement (as applicable) and shall continue for the duration of the Course (as set out in the Invoice or Booking Agreement, as applicable) and this duration shall constitute the Contract Term.
11.2 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if the other commits a material breach of any of these Terms and (if such breach is remediable) fails to remedy that breach within a period of 21 days after being notified in writing to do so. If You terminate because We are in material breach as a result of circumstances within our control, We shall return any fees paid.
11.3 On termination or expiry of the Contract for any reason:
11.3.1 all licences and rights granted under these Terms shall immediately terminate;
11.3.2 You shall take reasonable steps to ensure that You and all the Learners delete any and all Learner ID’s and Course Content from Your electronic media, including Your intranet and electronic storage devices so that neither You nor any Learner has an electronically functional copy of the Course Content.
11.4 Termination shall not affect or prejudice the accrued rights of the parties as at termination or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination.
11.5 You may cancel any Courses on written notice to us at any point up to 24 hours before the start time of that Course, subject to payment of a percentage of the applicable Fee depending on the notice given, as follows. If notice to cancel is given with:
11.5.1 8 weeks’ notice or more – no fee is payable;
11.5.2 6 weeks or more but less than 8 weeks’ – 25% of fee;
11.5.3 4 weeks or more but less than 6 weeks’ notice – 50% of fee;
11.5.4 2 weeks or more but less than 4 weeks’ notice – 75% of fee; and
11.5.5 Less than 2 weeks’ notice – 100% of fee,
(“Cancellation Charges”).
11.6 You may change the date of any Course on at least 8 weeks’ written notice prior to the original date booked for the Course without charge. Any change made with less than 8 weeks’ notice will incur Cancellation Charges as detailed above. We will endeavour to arrange the same trainer for any rearranged Course subject to their availability but We cannot guarantee this.
11.7 Where a Course takes place over multiple sessions, Cancellation Charges charged pursuant to paragraph 8.5 shall be calculated by reference to the date of the first session of the Course and the Fee payable for the entirety of the Course.
12 FORCE MAJEURE
12.1 We shall have no liability to You if We are prevented from or delayed in performing Our obligations under the Contract or from carrying on business by acts, events, omissions or accidents beyond Our reasonable control, including without limitation default of sub-contractors, strikes, lock-outs or other industrial disputes, failure of a utility service or transport or communications 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 or storm.
13 GENERAL
13.1 The Contract does not constitute, establish or imply any partnership, joint venture, agency, employment or fiduciary relationship between the parties. You shall not have, nor represent that you have, any authority to make or enter into any commitments on Our behalf or otherwise bind Us in any way.
13.2 If any provision, or part of a provision, of the Contract is found by any court or administrative body of competent jurisdiction to be invalid, illegal or unenforceable (a “void provision”) such invalidity, illegality or unenforceability shall not affect the other provisions of the Contract, which shall remain in full force and effect. If a void provision would be valid, legal and enforceable if some part of it were deleted, that void provision shall apply with such modification as may be necessary to make it valid, legal and enforceable and if it cannot be made valid, legal and enforceable it shall be deemed to be deleted.
13.3 The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
13.4 You shall not assign, transfer, mortgage, charge, sub-contract or deal in any other manner with any or all of Your rights and/or obligations under this Contract without Our prior written consent (such consent not to be unreasonably withheld or delayed).
13.5 The Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes and claims) shall be governed by and construed in accordance with the law of England and the parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any such matter.
13.6 In these Terms the singular includes the plural and vice versa.