Application of Terms and Conditions of Sale
The Seller shall sell and the Customer shall purchase the ABC Training Products in accordance with any quotation or offer of the Seller which is accepted by the Customer, or any order of the Customer which is accepted by the Seller.
These Terms and Conditions shall govern the Contract to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted by the Seller, or any such order is made or purported to be made, by the Customer.
In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:
|Business Day||means any day other than a Saturday, Sunday or bank holiday;|
|Customer||means the person, company or firm who accepts a quotation or offer of the Seller for the sale of the goods known as Training Products or whose order for the Training Products is accepted by the Seller|
|Contract||means the Contract of Services for the purchase and sale of the Training Products which shall incorporate, and be subject to, these Terms and Conditions|
|Contract price||means the price stated in the Contract payable for the Training Products;|
|Training Products||means all ABC training product(s) which the Seller is to supply in accordance with the Contract;|
|Seller||means ABC GDPR Training which is owned and operated by ABC Chambers Solutions, a limited liability company registered in England under OC385785 of 32 The Barons, Bishops Stortford, Essex CM23 4HR and includes all employees and agents of ABC Chambers Solutions LLP;|
|ABC||means ABC GDPR Training Services and/or ABC Chambers Solutions LLP;|
|Delegate||means an individual or representative of the Customer who undertakes any ABC Training Product.|
Unless the context otherwise requires, each reference in these Terms and Conditions to:
- “writing”, and any cognate expression, includes a reference to any communication effected by any electronic, email or facsimile transmission or similar means;
- 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;
- “these Terms and Conditions” is a reference to these Terms and Conditions and any Schedules as amended or supplemented at the relevant time;
- a Schedule is a schedule to these Terms and Conditions; and
- a 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.
- a “Party” or the “Parties” refer to the parties to these Terms and Conditions.
The headings used in these Terms and Conditions are for convenience only and shall have no effect upon the interpretation of these Terms and Conditions.
Basis of Sale
- ABC’s employees or agents are not authorised to make any representations concerning the Training Products unless confirmed by the Seller in writing. In entering into the Contract the Customer acknowledges that it does not rely on, and waives any claim for breach of, any such representations which are not so confirmed.
- No variation to these Terms and Conditions, or to the Contract, shall be binding unless agreed in writing between the authorised representatives of the Customer and the Seller.
- Sales literature, price lists and other documents issued by ABC Chambers Solutions in relation to the Training Products are subject to alteration without notice and do not constitute offers to sell the Training Products which are capable of acceptance. No contract for the sale of the Training Products shall be binding on the Seller unless the Seller has issued a quotation which is expressed to be an offer to sell the Training Products or has accepted an order placed by the Customer.
These Terms and Conditions of Sale come into effect when:
- The on-line booking process is completed by the Customer; or
- Upon receipt of a signed hard or electronic copy of the Contract from the Customer; or
- Upon the seller’s written acceptance; or
- Payment of Seller’s invoice.
Any typographical, clerical or other accidental errors or omissions in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.
Orders and Specifications
- No order submitted by the Customer shall be deemed to be accepted by the Seller unless and until confirmed in writing or electronically by the Seller’s authorised representative.
- The Seller reserves the right to make any changes in the specification of the Training Products which are required to conform with any applicable statutory or regulatory requirement or if the changes will not affect the quality of the Training Products.
- No order which has been accepted by the Seller may be cancelled by the Customer except with the agreement in writing of the Seller.
Price and Payment
- The Contract Price of the Training Products shall be the price listed on the ABC GDPR Training website current at the date of acceptance of the Customer’s order or such other price as may be agreed in writing by the Seller and the Customer.
- Where the Seller has quoted a price for the Training Products other than in accordance with the Seller’s published price list the price quoted shall be valid for 14 days only or such lesser time as the Seller may specify.
- Payment shall be made prior to Training taking place either via bacs to the bank account detailed on the invoice or through the online booking process.
- All prices are exclusive of VAT. All orders and sales will be subject to VAT at the prevailing rate.
Failure of the Customer to make payment on the due date, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to:
- Cancel or withdraw the Customer’s delegate(s) Training Products
- Cancel or withdraw access to the Customer and/or delegate Account(s)
- Withhold any Certification due to the delegate(s)
Limitation of Liability
The following provisions set out the entire financial liability of the Seller (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer in respect of:
- any breach of these Terms and Conditions or the Contract;
- any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.
- All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.
Nothing in these Terms and Conditions excludes or limits the liability of the Seller:
- for death or personal injury caused by the Seller’s negligence;
- for any matter which it would be illegal for the Seller to exclude or attempt to exclude its liability; or
- for fraud or fraudulent misrepresentation.
- the Seller’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the Contract Price; and
- the Seller shall not be liable to the Customer for any pure economic loss, loss of profit, loss of business, depletion of goodwill or otherwise, in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.
Confidentiality, Publications and Endorsements
The Customer will regard as confidential the contract and all information obtained by the Customer relating to the business and/or training products of the Seller and will not use or disclose to any third party such information without the Seller’s prior written consent provided that this undertaking shall not apply to information which is in the public domain other than by reason of the Customer’s default.
The Customer will use all of its reasonable endeavours to ensure compliance with this clause by its employees, servants and agents.
The provisions of this clause shall survive the termination of the Contract.
Assignment and Subcontracting
- The Customer shall not, without the prior written consent of ABC Chambers Solutions, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Agreement, such consent may be withheld in the Seller’s sole discretion.
- The Seller may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Agreement.
Neither Party shall be liable for any failure or delay in performing their obligations 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.
The Parties agree that no failure by either Party to enforce the performance of any provision in these Terms and Conditions or under the Contract shall constitute a waiver of the right to subsequently enforce that provision or any other provision. Such failure shall not be deemed to be a waiver of any preceding or subsequent breach and shall not constitute a continuing waiver.
The Parties agree that, in the event that one or more of the provisions of these Terms and Conditions or the Contract are found to be unlawful, invalid or otherwise unenforceable, that those provisions shall be deemed severed from the remainder of these Terms and Conditions (and, by extension, the Contract). The remainder of these and the Contract shall be valid and enforceable.
Third Party Rights
A person who is not a party to the Contract shall have no rights under the Contract pursuant to the Contracts (Rights of Third Parties) Act 1999.
Law and Jurisdiction
These Terms and Conditions and the Contract (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.
Any dispute, controversy, proceedings or claim between the Parties relating to these Terms and Conditions or to the Contract (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of England and Wales.