Terms & Conditions – Course Bookings
Training Supply Terms and Conditions – Individual Registrants
These Terms and Conditions apply to the agreement between the Brazelton Centre UK CIO (“Brazelton Centre UK”, “We” or “Us”) and the purchaser (“you”) under which the training is provided and explain what happens once you have placed an order, how to make payment, how you and we may change or end the contract, what to do if there is a problem and other important information.
Brazelton Centre UK will supply the training on the dates agreed at the time of registration.
Provision of training
The training will be delivered by a Brazelton Centre UK CIO team of no fewer than two (2) trainers (or one trainer in the case of a refresher course or other course with fewer than 12 participants), except where one trainer becomes unavailable due to unforeseen circumstances (e.g. last-minute illness, bereavement, etc). In such cases, Brazelton Centre UK CIO shall make all reasonable efforts to identify and secure a second trainer, but may supply the training with one trainer if a second trainer cannot be secured.
On occasion, unforeseen circumstances may require us to cancel a course. In such circumstances you will be given as much notice as possible and we will either (1) re-schedule to a mutually-agreed time and date, (2) provide a free transfer to another course date for individual trainees, and refund any fees where individuals cannot attend such an alternate course, or (3) provide a full refund of fees paid.
Should government guidelines or other legal restrictions prevent in-person training on the date agreed, the Brazelton Centre UK reserves the right to provide the training via remote/online methods.
Payment is generally collected at the time of course registration. However, in any event, payment is due no later than one month prior to the first date of the training course. Failure to make payment by such time may result in the loss of your place on the course, or may be subject to interest (see 2.3).
Assistance you may need
The Brazelton Centre UK would welcome in advance, for setup purposes, notification of any assistance that a trainee is likely to need during the running of the course. Brazelton Centre UK should be provided with such notification at least 2 weeks in advance of the scheduled training to ensure that the trainees’ needs can be met. Any further training or coaching over and above that provided on the course may be charged for.
Training materials and other intellectual property of the Brazelton Centre UK:
You hereby acknowledge and agree that all information and data made available to you, and any employee or agent thereof, as a result of participating in this Agreement, including but not limited to the Training Material and related documentation, video content, etc, is proprietary to and owned exclusively by Brazelton Centre UK (or licensors of the Brazelton Centre UK, including the Brazelton Institute, Boston) You agree that you shall not copy or duplicate in any way, nor sell, market, or commercialize any such material, create derivative products or applications based on such material or otherwise use the material in any manner unrelated to the training supplied pursuant to this agreement.
Further Terms and Conditions
1. Terms and Conditions apply
1.1. No terms or conditions endorsed on a Purchaser’s order, specification, or similar document will form part of the contract between the parties. By placing an order, the Purchaser acknowledges the applicability of the Brazelton Centre UK Training Supply Terms and Conditions.
1.2 Terms and conditions of business or other organisations which oversee or employ individuals receiving training do not apply or in any way modify these terms and conditions, even if not explicitly stated by Brazelton Centre UK.
1.2. Brazelton Centre UK and the Purchaser shall agree times and places for the performance of Services which shall generally be set out in the Agreement. Otherwise, Brazelton Centre UK shall use its reasonable endeavours to perform them within a reasonable time in the circumstances.
1.3. Failure to notify of any delay shall not on its own entitle the Purchaser to terminate the contract or withhold payment against Brazelton Centre UK ‘s invoice. Unless otherwise agreed in writing with Brazelton Centre UK, the Purchaser shall not be entitled to cancel any order for Services once the first performance of the Services has been performed by Brazelton Centre UK.
1.4. Purchasers may be asked to make payment in advance for Services against Brazelton Centre UK ’s pro-forma invoice.
1.5 The Purchaser acknowledges that if a trainee arrives late for a course or is absent from any session, Brazelton Centre UK reserves the right to refuse to accept the individual for training, if it decides in its sole discretion that the individual will gain insufficient knowledge or skill in the time remaining. In all such cases, the full course fee remains payable. To conform with Health and Safety Executive (HSE) requirements for statutory certificates, attendance at all sessions is mandatory.
2. Terms of Payment
2.1 Our standard payment terms are that payment is taken at booking unless otherwise stated.
2.2 If payment by invoice has been previously agreed, the payment needs to be made within 30 days from the date of the invoice or one calendar month prior to the course start date, whichever is sooner, unless subject to separate agreed arrangements.
2.3 If the Purchaser fails to make payment on the due date, Brazelton Centre UK shall be entitled to charge the Purchaser interest at the annual rate of 3% above the base rate of Barclays Bank plc. Unless otherwise agreed with Brazelton Centre UK or required by law, the Purchaser shall not be entitled to make any set off in respect of amounts due to Brazelton Centre UK.
3.1 Each party acknowledges and agrees that any and all information concerning the other’s business or the terms of the Agreement including these Brazelton Centre UK Supply Terms is confidential (hereinafter referred to as ‘Confidential Information’) and each party agrees that it shall not permit the duplication, use or disclosure of any such Confidential Information to any person (other than its own employee, agent or sub-contractor where the same requires such information for the performance of the Agreement) unless such duplication, use or disclosure is specifically authorised in writing by the other party, or is required by the operation of Law. Confidential Information does not include information, which at the time of disclosure is generally known by the public (other than by the unauthorised act of the disclosing party). The parties shall take all reasonable steps to ensure that their employees, agents and sub-contractors keep Confidential Information confidential.
4. General Data Protection Regulation Compliance
4.1. Each party undertakes to comply at all times with the General Data Protection Regulation (“GDPR”) to the extent it processes any personal data on behalf of the other.
4.1.1. In particular, but without limitation, each party shall:
(a.) only carry out processing of such data in accordance with the other’s instructions
(b.) only disclose it to or allow access to it by those of its employees (or agents or sub-contractors) who are familiar with data protection requirements and whose use of such data relates to their job or function
(c.) assist the other with all subject information requests received from data subjects.
4.1.2. For the avoidance of doubt, neither party (or its agents or sub-contractors) shall acquire any rights in any of the personal data held by the other party and shall only be entitled to process it in accordance with its contractual obligations. On termination of the contract each party (or its agents or sub-contractors) shall immediately cease to use the same and shall arrange for its safe return or destruction as shall be agreed with the other at the relevant time.
5. Intellectual Property
5.1. Each party confirms that it owns, or has all necessary rights in the use of, all intellectual property in relation to the Services and each acknowledges that such intellectual property shall remain the property of, or the rights in the use of shall remain with, the originating party, unless otherwise agreed in writing between the authorised representatives of Brazelton Centre UK and the Purchaser.
5.2. Each party agrees to indemnify the other against any actions, costs, liabilities, losses, damages and expenses which the other may suffer or incur as a result of any claim by a third party in relation to ownership or use of any relevant intellectual property, provided by the other party.
6. Force Majeure
Neither party will be liable to the other for any failure or delay or for the consequences of any failure or delay in performance of this Agreement if it is due to any event beyond the reasonable control and contemplation of a party to this Agreement including, without limitation, acts of God, war, industrial disputes, protests, fire, flood, storm, tempest, explosion, an act of terrorism and national emergencies.
7.1. Brazelton Centre UK warrants to provide services with all the care and skill to be expected of a qualified and competent contractor experienced in undertaking services of the same kind as the Services.
7.2. If the Services performed are in breach of Clause 7.1, Brazelton Centre UK will at its option make good the performance, re-perform the Service or refund the Purchaser the relevant Price, subject to availability and the performance being proved to be deficient to the reasonable satisfaction of Brazelton Centre UK. These obligations will not apply where:
7.2.1. the part of the Service concerned was based on information supplied by or varied from the normal Service at the specific request of the Purchaser; or
7.2.2. the Purchaser failed to notify Brazelton Centre UK of the defect within 14 days of the supply.
8.0.1 Cancellation must be made in writing and shall be considered to take effect on the date received by Brazelton Centre UK for the purposes of determining any cancellation charge, except as set out in paragraph 8.1.2
8.0.2 If you (or any trainee, in the case of a group booking) do/does not attend a course, and you have not previously informed us, the full course fee remains payable.
Cancellation within 14 days
8.1.1 Under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 (‘the Regulations’), you have the right to cancel this contract within 14 days without giving any reason. The cancellation period will expire after 14 days from the day of the conclusion of the contract. (except for late bookings, i.e. those where it is reasonably for Brazelton Centre UK to undertake activities within the 14-day period in order to provide the training services – for which, see below).
8.1.2 To exercise the right to cancel, you must inform us of your decision to cancel by a clear statement (eg a letter sent by post or an email) using the contact details set out in the agreement. To meet the cancellation deadline, it is sufficient for you to send your communication concerning your exercise of the right to cancel before the cancellation period has expired.
Effects of cancellation within 14 days:
8.2 If you cancel this contract, we will reimburse to you all payments received from you. We will make the reimbursement without undue delay and not later than 14 days after the day on which we are informed about your decision to cancel this contract. We will make this reimbursement using the same means of payment as you used for the initial transaction, unless you have expressly agreed otherwise; in any event, you will not incur any fees as a result of the reimbursement.
Bookings for which activities are necessary within the 14-day period:
8.3 If it is reasonably necessary to undertake activities within the 14-day period in order to provide the training services you requested or otherwise reasonably necessary that the Brazelton Centre UK begin the performance of services during the cancellation period, you shall pay us an amount which is in proportion to what has been performed until you have communicated us your cancellation of this contract, in comparison with the full coverage of the contract.
Cancellation after 14 days:
8.4 After the expiration of the 14-day cancellation period, charges for cancellation and transfer are as set out in paragraph 8.5.
8.5 Should circumstances mean that you have to cancel your course and are unable to re-arrange your booking at the time of cancellation, the following charges will apply:
- More than one month prior to the course start date – no charge
- One month to two weeks prior to the course – 50% of the course fee
- Less than two weeks prior to the course – full fee.
8.6 Where a discounted rate was quoted because of a bulk order – cancellation of courses may also lead to the loss of such discounted rate if the magnitude of the order after such cancellation no longer qualifies for the bulk discount, in which case a further invoice will be raised for the difference in price.
8.7 Transfer to another Brazelton Centre UK course is at the sole discretion of the Brazelton Centre UK. Should circumstances mean that individual trainees need to transfer to another Brazelton Centre UK course, we will seek to accommodate any such requests, subject to availability and course size constraints.
8.8 All transfers made pursuant to paragraph 8.7 must be taken within a period of six months from the date of the originally-scheduled training.
9.1. Nothing in this contract excludes or limits or attempts to exclude or limit the liability of either party for death or personal injury caused as a result of its negligence, or for fraudulent misrepresentation; or in respect of the implied warranties contained in the Supply of Goods and Services Act 1982.
9.2. Subject to Clause 9.1 Brazelton Centre UK will be under no liability to the Purchaser whatsoever (whether in contract, tort (including negligence), breach of statutory duty, restitution or otherwise) for any damage or direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and like loss) howsoever caused.
9.3. Subject to Clauses 9.1 and 9.2, Brazelton Centre UK ‘s aggregate liability under this Agreement (whether in contract, tort (including negligence), breach of statutory duty, restitution or otherwise) for any damage or direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and like loss) howsoever caused will be limited to the amount paid for the Services concerned.
Any demand notice or communication may be given by hand or sent by first class prepaid post or facsimile and shall be deemed to have been duly served if delivered by hand when left at the address of the other; if given or made by prepaid first class post, 48 hours after being posted (excluding Saturday, Sunday and public holidays); if given or made by facsimile, at the time of transmission, provided that a confirming copy is sent by first class prepaid post to the other party within 24 hours after transmission.
11. How We May Use Your Personal Information
11.1 We will use the personal information you provide Us:
(a) to deliver training services to you
(b) to process your payment
(c) where necessary we may share names and email addresses of trainees so that trainees will receive continuing professional development (CPD) credits/points, but you may ask that we do not share this information;
(d) where necessary, to evaluate our services to you;
(e) in some cases, to give you information about services we offer, but you may stop receiving this at any time by contacting us using the details provided above.
11.2 Your personal information will be processed in line with Data Protection Legislation. “Data Protection Legislation” means the Data Protection Act 1998, and from 25 May 2018, the General Data Protection Regulation (Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016), and any legislation which amends, extends, consolidates, re-enacts or replaces same, including any additional legislation or regulations that may be made pursuant thereto from time to time;
11.3 We will only share your personal information with third parties where the law requires us to do so, except as set out in paragraph 11.1 above.
12. Freedom of Information
Where the Purchaser is a Public Authority as defined in the Freedom of Information Act 2000 (‘the FOIA’) it agrees to notify Brazelton Centre UK immediately if it receives any FOIA request for information which relates in any way to Brazelton Centre UK or its business, and it agrees to consult with Brazelton Centre UK regarding the application of any exemptions under the FOIA in relation to such request. Brazelton Centre UK agrees to cooperate with the Purchaser in relation to the FOIA.
In the event of a dispute concerning the Goods or Services the parties shall use their reasonable endeavours to resolve it as soon as practicable. If they fail to do so within 14 days, the parties shall try to agree on and implement a method of dispute resolution. If they fail to agree such method within 14 days, the parties confirm that the dispute will then become subject to the exclusive jurisdiction of the English courts.
14. Consequences of Termination
The termination of this Agreement howsoever arising is without prejudice to the rights, duties and liabilities of either party accrued prior to termination. The clauses which expressly or impliedly have effect after termination will continue to be enforceable notwithstanding termination.
15. Contracts (Right of Third Parties) Act 1999
The parties to the contract incorporating these conditions do not intend that any of its terms will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person not a party to it.
Neither party shall be entitled to assign or transfer any of its rights or obligations without the prior written agreement of the other (which shall not be unreasonably withheld or delayed).
No failure or delay by a party to exercise any right, power or remedy will operate as a waiver of it nor will any partial exercise preclude any further exercise of the same, or of some other right, power or remedy.
If any clause or part of this Agreement is found by any court, tribunal, administrative body or authority of competent jurisdiction to be illegal, invalid or unenforceable then that provision will, to the extent required, be severed from this Agreement and will be ineffective without, as far as is possible, modifying any other clause or part of this Agreement and this will not affect any other provisions of this Agreement which will remain in full force and effect.
This Agreement may only be varied or amended in writing and signed by the parties and stating that this Agreement is varied in the manner specified.
20. Entire Agreement
These terms and conditions, and the Agreement into which they are incorporated contain all the terms which the parties have agreed in relation to the subject matter of this Supply. Nothing in this Clause shall be taken to exclude liability for fraudulent misrepresentation.
21. No Partnership
Nothing in this Agreement or any arrangement contemplated by it shall constitute either party a partner of the other nor shall the execution, completion and implementation of this Agreement confer on any party any power to bind or impose any obligations to any third parties on the other party or to pledge the credit of the other party.
22. Compliance with Laws and Regulations
Each party shall observe and abide by and shall require its sub-contractors to observe and abide by all laws, regulations and by laws as may apply in relation to the matters contemplated by this Agreement.
23. Governing Law and Jurisdiction
The formation, existence, construction, performance, validity and all aspects whatsoever of the Agreement or of any term of the Agreement will be governed by the law of England and Wales and subject to Clause 13, the courts of England and Wales shall have exclusive jurisdiction to settle any disputes which may arise out of or in connection with the Agreement.