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1.1 These Terms and Conditions shall apply to the provision of Services by the Service Provider to the Client.
1.2 In the event of conflict between these Terms and Conditions and any other terms and conditions (of the Client or otherwise), the former shall prevail unless expressly otherwise agreed by the Service Provider in writing.
2. Definitions and Interpretation
“Agreement” means any agreement between the Service Provider and the Client entered into by the same which is subject to these Terms and Conditions;
“Business Day” means a day (excluding Saturdays) on which banks generally are open for the transaction of normal banking business (other than solely for trading and settlement in Euros);
“Client” means any individual, firm or corporate body (which expression shall, where the context so admits, include its successors and assigns) which purchases services from the Service Provider;
“Commencement Date” means the commencement date for the Agreement as set out in the same;
“Fees” means the fees payable by the Client under Clause 4 in accordance with the Terms of Payment;
“Services” means the services to be provided by the Service Provider to the Client as set out in the Schedule;
“Service Provider” means MNA Consulting (UK) Ltd (Registered Company Number 6974437) ; and
“Terms of Payment” means the terms of payment of Fees as set out in the Schedule.
2.1 In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:
2.2 Unless the context otherwise requires, each reference in these Terms and Conditions to:
2.2.1"writing", and any cognate expression, includes a reference to any communication effected by electronic or facsimile transmission or similar means;
2.2.2 a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;
2.2.3"these Terms and Conditions" is a reference to these Terms and Conditions and any Schedules as amended or supplemented at the relevant time;
2.2.4a Schedule is a schedule to these Terms and Conditions; and
2.2.5a Clause or paragraph is a reference to a Clause of these Terms and Conditions (other than the Schedules) or a paragraph of the relevant Schedule.
2.2.6a "Party" or the "Parties" refer to the parties to these Terms and Conditions.
2.3The headings used in these Terms and Conditions are for convenience only and shall have no effect upon the interpretation of these Terms and Conditions.
2.4Words imparting the singular number shall include the plural and vice versa.
2.5References to any gender shall include the other gender.
3. The Services
3.1With effect from the Commencement Date the Service Provider shall, in consideration of the Fees being paid in accordance with the Terms of Payment, provide the Services to the Client.
3.2The Service Provider will use reasonable care and skill to perform the Services.
3.3The Service Provider shall use all reasonable endeavours to complete its obligations under these Terms and Conditions.
NB: Orders placed after 11pm will be processed the following morning.
4.1 Our standard payment terms are that payment is taken at booking stage unless otherwise agreed with MNA Consulting (UK). If payment by invoice has been agreed the payment needs to be made 30 days from invoice or prior to the course start date, whichever is sooner.
4.2 All payments required to be made pursuant to these Terms and Conditions by either Party shall be made at booking stage unless otherwise agreed with MNA Consulting (UK). If payment by invoice has been agreed, payment must be made in line the with terms stated on the service level agreement in UK Sterling (£) in cleared funds to such bank as the receiving Party may from time to time nominate, without any set-off, withholding or deduction except such amount (if any) of tax as that Party is required to deduct or withhold by law.
4.3 The time of payment shall be of the essence. If the Client fails to make any payment on the due date then the Service Provider shall, without prejudice to any right which the Service Provider may have pursuant to any statutory provision in force from time to time, have the right to charge the Client interest on a daily basis at an annual rate equal to the aggregate of 2% and the base rate of Santander from time to time on any sum due and not paid on the due date. Such interest shall be calculated cumulatively on a daily basis and shall run from day to day and accrue after as well as before any judgement.
5.1Both the Service Provider and the Client shall undertake that, except as provided by sub-Clause or as authorised in writing by the other Party, it shall at all times during the continuance of the Agreement and for 5 years after its termination:
5.1.1 keep confidential all Confidential Information;
5.1.2 not disclose any Confidential Information to any other party;
5.1.3 not use any Confidential Information for any purpose other than as contemplated by these Terms and Conditions or the Agreement;
5.1.4 not make any copies of, record in any way or part with possession of any Confidential Information; and
5.1.5 ensure that (as applicable) none of its directors, officers, employees, agents or advisers does any act which, if done by that Party, would be a breach of the provisions of sub-Clauses 5.1.1 to 5.1.4.
5.2Subject to sub-Clause 5.3, either Party may disclose any Confidential Information to:
5.2.1any of their sub-contractors or suppliers;
5.2.2any governmental or other authority or regulatory body; or
5.2.3 any of their employees or officers or those of any party described in sub-Clauses 5.2.1 or 5.2.2;
5.3 Disclosure under sub-Clause 5.2 may be made only to the extent that is necessary for the purposes contemplated by these Terms and Conditions and the Agreement, or as required by law. In each case the disclosing Party must first inform the recipient that the Confidential Information is confidential. Unless the recipient is a body described in sub-Clause 5.2.2 or is an authorised employee or officer of such a body, the disclosing Party must obtain and submit to the other Party a written undertaking from the recipient to keep the Confidential Information confidential and to use it only for the purposes for which the disclosure is made.
5.4 Either Party may use any Confidential Information for any purpose, or disclose it to any other party, where that Confidential Information is or becomes public knowledge through no fault of that Party.
5.5 When using or disclosing Confidential Information under sub-Clause 5.4, the disclosing Party must ensure that it does not disclose any part of that Confidential Information which is not public knowledge.
5.6 The provisions of this Clause 5 shall continue in force in accordance with their terms, notwithstanding the termination of the Agreement for any reason.
6. Variation and Amendments
6.1 If the Client wishes to vary any details of the Schedule he must notify the Service Provider in writing as soon as possible. The Service Provider shall endeavour to make any required changes and any additional costs thereby incurred shall be invoiced to the Client.
6.2 If, due to circumstances beyond the Service Provider's control, the Service Provider has to make any change in the arrangements relating to the provision of the Services, the Service Provider shall notify the Client immediately. The Service Provider shall endeavour to keep such changes to a minimum and shall seek to offer the Client arrangements as close to the original as is reasonably possible in the circumstances.
7.1 Either Party may terminate the Agreement by giving written notice to the other Party if:
7.1.1 any sum owing to that Party by the other Party under any of the provisions of the Agreement is not paid within 30 days of the due date for payment;
7.1.2 the other Party commits any other breach of any of the provisions of the Agreement and, if the breach is capable of remedy, fails to remedy it within 14 days after being given written notice giving full particulars of the breach and requiring it to be remedied;
7.1.3 an encumbrancer takes possession, or where the other Party is a company, a receiver is appointed, of any of the property or assets of that other Party;
7.1.4the other Party makes any voluntary arrangement with its creditors or, being a company, becomes subject to an administration order (within the meaning of the Insolvency Act 1986);
7.1.5 the other Party, being an individual or firm, has a bankruptcy order made against it or, being a company, goes into liquidation (except for the purposes of bona fide amalgamation or re-construction and in such a manner that the company resulting therefrom effectively agrees to be bound by or assume the obligations imposed on that other Party under this Agreement);
7.1.6 anything analogous to any of the foregoing under the law of any jurisdiction occurs in relation to the other Party;
7.1.7 the other Party ceases, or threatens to cease, to carry on business; or
7.1.8 control of the other Party is acquired by any person or connected persons not having control of that other Party on the date of the Agreement. For the purposes of this Clause 7, "control" and "connected persons" shall have the meanings ascribed thereto by Sections 1124 and 1122 respectively of the Corporation Tax Act 2010.
7.2 For the purposes of sub-Clause 7.1.2, a breach shall be considered capable of remedy if the Party in breach can comply with the provision in question in all respects.
7.3 In the event of termination under sub-Clause 7.1 the Service Provider shall retain any sums already paid to it by the Client without prejudice to any other rights the Service Provider may have whether at law or otherwise.
7.4 Where a perpetual online licence has been purchased by the client 30 days’ notice is required for termination. The client shall not be entitled to a refund if the licence is terminated part way through a year or if the client has outstanding credits (see section 15).
8.1Either Party may not sub-contract the performance of any of its obligations under these Terms and Conditions without the prior written consent of the other Party. Where either Party sub-contracts the performance of any of its obligations under these Terms and Conditions to any person with the prior consent of the other Party, the sub-contracting Party shall be responsible for every act or omission of the sub-contractor as if it were an act or omission of the sub-contracting Party itself.
9. Liability and Indemnity
9.1 Except in respect of death or personal injury caused by the Service Provider's negligence, the Service Provider will not by reason of any representation, implied warranty, condition or other term, or any duty at common law or under the express terms contained herein, be liable for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the Service Provider's servants or agents or otherwise) in connection with the performance of its obligations under these Terms and Conditions or with the use by the Client of the Services supplied.
9.2 The Client shall indemnify the Service Provider against all damages, costs, claims and expenses suffered by the Service Provider arising from loss or damage to any equipment (including that of third parties) caused by the Client, or his agents or employees.
9.3 The Service Provider shall not be liable to the Client or be deemed to be in breach of these Terms and Conditions by reason of any delay in performing, or any failure to perform, any of the Service Provider's obligations if the delay or failure was due to any cause beyond the Service Provider's reasonable control.
10. Force Majeure
10.1 Neither the Client nor the Service Provider shall be liable for any failure or delay in performing their obligations under these Terms and Conditions where such failure or delay results from any cause that is beyond the reasonable control of that Party. Such causes include, but are not limited to: power failure, Internet Service Provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the Party in question.
11.1 No waiver by the Service Provider of any breach of these Terms and Conditions by the Client shall be considered as a waiver of any subsequent breach of the same or any other provision. A waiver of any term, provision or condition of these Terms and Conditions shall be effective only if given in writing and signed by the waiving Party and then only in the instance and for the purpose for which the waiver is given.
11.2 No failure or delay on the part of any Party in exercising any right, power or privilege under these Terms and Conditions shall operate as a waiver of, nor shall any single or partial exercise of any such right, power or privilege preclude, any other or further exercise of any other right, power or privilege.
12.1The Parties agree that, in the event that one or more of the provisions of these Terms and Conditions are found to be unlawful, invalid or otherwise unenforceable, that those provisions shall be deemed severed from the remainder of these Terms and Conditions. The remainder of these Terms and Conditions shall be valid and enforceable.
13.1The Service Provider reserves all copyright and any other rights (if any) which may subsist in the products of, or in connection with, the provision of the Services or facilities. The Service Provider reserves the right to take such actions as may be appropriate to restrain or prevent infringement of such copyright.
14.1All notices under these Terms and Conditions shall be in writing and be deemed duly given if signed by, or on behalf of, a duly authorised officer of the Party giving the notice.
14.2Notices shall be deemed to have been duly given:
14.2.1when delivered, if delivered by courier or other messenger (including registered mail) during normal business hours of the recipient; or
14.2.2when sent, if transmitted by fax or email and a successful transmission report or return receipt is generated; or
14.2.3on the fifth business day following mailing, if mailed by national ordinary mail, postage prepaid; or
14.2.4on the tenth business day following mailing, if mailed by airmail, postage prepaid in each case addressed to the most recent address, email address, or facsimile number notified to the other Party.
14.3Service of any document for the purposes of any legal proceedings concerning or arising out of these Terms and Conditions shall be effected by either Party by causing such document to be delivered to the other Party at its registered or principal office, or to such other address as may be notified to one Party by the other Party in writing from time to time.
15. Licence Agreement for Online Training Courses
15.1Online licences are perpetual and to be paid annually in advance. The year starts from the day your unique URL is provided. The Service Provider will issue an invoice and all Terms and Conditions in this document apply.
15.2Usage of the products supplied is restricted to employees directly employed by the client up to the credit limit set and agreed at the time of ordering unless a commercial licence has been purchased separately.
15.3In addition to the perpetual licence, credits must be purchased and allocated against each of the courses for which a licence has been arranged. Credits are defined as one unique use of the training programme in question. Once all sections in the course have been completed and a test has been attempted further use, even by the same person, will result in the use of an additional credit.
15.4If the limit of credits is exceeded the Service Provider will invoice the Client for the full RRP amount published on the day the limit is passed. Additional credits may be purchased at any time.
15.5 The Services may be accessed throughout England and overseas. MNA Consulting (UK) Ltd. makes no representations that the Services comply with the laws (including intellectual property laws) of any country outside England. If you access the Services from outside England, you do so at your own risk and are responsible for complying with the laws in the place where you access the site.
16. Minimum System Requirements for Online Training Courses
16.1 Flash Player: Latest version is recommended.
16.2 Operating System / Browsers: We support the last three major Internet Explorer versions and all current versions of other browsers.
16.3 We are continually evolving our products to keep up with the changes in technology. And to remain compatible it may be necessary for Clients to upgrade their systems to keep up with current technology. Browsers such as Chrome and Mozilla Firefox 'auto-update', so users of these browsers are usually automatically on the latest release. We are hoping that Microsoft will move towards this in the near future, so that everyone will automatically be using the latest release of any browser and so be automatically supported. Until this happens it may be necessary for Clients to manually download the latest version to their systems.
17. Classroom Training Sessions
17.1 Bookings may be made by telephone, email or via the MNA Consulting (UK) Ltd website. Telephone bookings must be confirmed in writing upon request. Please quote purchase orders where applicable
17.2 Should circumstances mean that you need to transfer to another MNA Consulting course, the following charges will apply, dependent upon notice given:
17.2.1 First transfer, made more than four weeks prior to the course start date- no charge
17.2.2 Two to four weeks’ notice given- 25% of the course fee.
17.2.3 Less than two weeks prior to the course- 50% of the course fee.
17.3 should circumstances mean that you have to cancel your course and are unable to transfer you booking to another date at the time of cancellation the following charges will apply
17.3.1 More than four weeks prior to the course start date- no charge
17.3.2 Two to four weeks prior to the course- 50% of the full course
17.3.3 Less than two weeks prior to the course- Full Fee
17.4 If you do not attend a course, and have not previously informed us, the full course fee remains payable.
17.5 If you arrive late for a course or are absent from any session, we reserve the right to refuse to accept you for training if we feel you will not gain sufficient knowledge or skill in the time remaining. In all such cases, the full course fee remains payable.
17.6 On occasion, unforeseen circumstances may require us to cancel a course. In such circumstances you will be given as much notice as possible and either a free transfer to another course date or a full refund of any paid fees
18. Law and Jurisdiction
18.1These Terms and Conditions (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales.
18.2Any dispute, controversy, proceedings or claim between the Parties relating to these Terms and Conditions (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of England and Wales.
19. Technical Support for Online Training Users
19.1 If you experience problems in deploying our web based application we will work with you to resolve the problem where reasonably possible. This includes telephone and email support, support via a remote desktop session and liaison with your IT department/provider as we deem necessary.
19.2 In situations where it is deemed that the configuration of your computer or IT infrastructure is having a detrimental effect on the performance of our application (for example you may use an unsupported device/browser, a thin client, have a proxy or firewall which is blocking access to programme resources) we cannot continue to provide inclusive technical support.
19.3 In such a scenario we can pass you on to our recommended IT support partner (hourly rates available on request) who will be able to work directly with you to rectify any issues with your system. Alternatively you can consult with your own IT support partner for a resolution.
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