DEFINITIONS

In these Terms and Conditions of Sale, “Seller” means Kispe Ltd, whose trading address is Cody Technology Park, Old Ively Road, Farnborough, Hampshire, GU14 0LX, UK; “Customer” means the Customer by whom the order is given. 

THE CONTRACT:

ONSITE COURSES & LIVE WEBINARS

1.1 All orders must be in writing and are accepted subject to these Terms and Conditions of Sale. No terms or conditions put forward by Customer and no representations, warranties, guarantees or other statements not contained in Seller’s quotation nor otherwise expressly agreed in writing by Seller shall be binding on Seller.

1.2 Upon receipt of a quotation signed on behalf of Customer, Seller will provide acceptance of the order, whether verbally, in writing or both. The issue of an invoice by Seller to customer shall constitute acceptance of the order.

1.3 The Contract shall become effective only upon the date of Seller’s acceptance of Customer’s order or upon the date of fulfilment of all conditions precedent stipulated in the Contract, whichever is later (the “Effective Date “).

1.4 These Terms and Conditions of Sale and any document expressly referred to in them constitute the entire agreement between Seller and Customer and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between Seller and Customer, whether written or oral, relating to its subject matter.

VALIDITY OF QUOTATION AND PRICES (Onsite)

2.1 Unless otherwise stated, Seller’s quotation is open for acceptance within the period stated therein or, when no period is so stated, within thirty days after its date.

2.2 Prices are firm fixed price within the period stated in Seller’s quotation and are inclusive of (a) instructor travel (b) course related materials (printed and electronic), but exclude Value Added Tax and any similar and other taxes, duties, levies or other like charges arising in connection with the performance of the Contract.

PAYMENT

3.1 Payment shall be made (a) in full without set-off, counterclaim or withholding of any kind (save where and to the extent that this cannot by law be excluded) and (b) in the currency of Seller’s quotation and order acceptance within thirty days of date of invoice unless otherwise specified on the quotation and order acceptance. Seller reserves the right to charge interest on any overdue sums at 4% per annum during the period of delay.

COURSE DELIVERY DATES, RESCHEDULING AND CANCELLATION:

4.1 Subject to clauses 4.3 and 5.1, courses will be delivered during the dates proposed by the Seller in the quotation.

4.2 Customer may cancel their order up to 15 working days prior to the start of the course and Seller will issue a full refund subject to a £150 processing charge. For cancellations 15 days or less from the start of the course, no refunds will be issued or amendments allowed. Any refund due will be made in accordance with clause 4.4.

4.3 Seller reserves the right to cancel or postpone Courses if there are insufficient delegate numbers to ensure a high quality training experience or if a trainer is ill. In the event that Seller cancels or postpones a Course, Customer will be offered a place on the next available Course. Alternatively, Customer may ask for a refund which shall be made in accordance with clause 4.4.

4.4 Where a refund is due under clause 4.2 or 4.3 above, Customer will receive a full refund within 10 working days.

DELIVERY

5.1  Unless otherwise expressly provided for in the Contract, the course will be delivered at the venue named in the Contract.

Self-Paced, Online Courses 

PRIVACY & THIRD-PARTIES

6.1 Seller will use the personal information Customer provides to(a) deliver the Course to Customer, (b) process Customer’s payment for the Course and to (c) give Customer information about any of the services Seller offers, but Customer may stop receiving this at any time by contacting Seller.

6.2 Online courses will be delivered in partnership with Teaching Science and Technology Inc. (TSTI) who are based in the United States. Customer agrees they are purchasing the course through Seller, and are not entering into any contract with TSTI, but agrees the Seller can provide the Customers details (name and email address) to TSTI for the purpose of providing access to the course via a Learning Management System, and to collect feedback on the course.

REFUNDS

7.1 Seller is unable to issue a refund once Customer has logged into the Learning Management System and accessed the course content.

SECURITY, COPYRIGHT & EXCLUSIVITY 

8.1 Customer agrees their login is for their own, exclusive use and will not share, publicly disseminate or otherwise transmit course materials to another person without written permission from KISPE Ltd.  The content of all courses is proprietary and is subject to copyright protections. 

8.2 Customer agrees they are fully responsible for any and all activities that occur under their password or account, and will take responsibility to ensure any passwords remains confidential and secure. Seller will not be liable for any loss or damage arising from Customer’s failure to comply with these requirements. 

8.3 Customer is solely responsible for all materials and content they upload, post or publish on the Learning Management System. Seller reserves the right to investigate and take appropriate legal action against anyone who, in Seller’s sole discretion, violates this provision, including without limitation, removing the offending content from the Service, suspending or terminating the Customer account o and lodging a report with relevant law enforcement authorities.

DISCONTINUATION OF SERVICE

9.1 Seller reserves the right to modify or discontinue, temporarily or permanently, the Service (or any part thereof) subject to applicable law.

LIMITATION OF LIABILITY

10.1 Customer recognises this is a teaching platform, and is not intended to inform commercial or technical decision making. Seller is not liable for any decisions or actions a Customer takes based on teaching, materials and correspondence related to the services provided under this contact.  

ONSITE COURSES, LIVE WEBINARS & SELF-PACED ONLINE COURSES (All Services)

11.1 Even if Seller delays in enforcing this contract, Seller can still enforce it later. If Seller does not insist immediately that Customer does anything Customer is required to do under these terms, or if Seller delays in taking steps against Customer in respect of Customer breaking this contract, that will not mean that Customer  does not have to do those things and it will not prevent Seller taking steps against Customer at a later date. For example, if Customer misses a payment and Seller does not chase for payment but allows Customer to attend the Course, Seller can still require Customer to make the payment at a later date.

FORCE MAJEURE:

12.1  Force Majeure of any kind, unforeseeable production, traffic or shipping disturbances, war, acts of terrorism, fire, floods, unforeseeable shortages of labor, utilities or raw materials and supplies, strikes, lockouts, acts of government, public health emergency, and any other hindrances beyond the control of the party obliged to perform which diminish, delay or prevent course delivery, or make it an unreasonable proposition, shall relieve the party from its obligation to supply or take delivery, as the case may be, as long as and to the extent that the hindrance prevails.

PERSONAL INFORMATION:

How Seller will use Customer’s personal information

12.1 Seller will use the personal information Customer provides to (a) deliver the Course to Customer, (b) process Customer’s payment for the Course and to (c) give Customer information about any of the services Seller offers, but Customer may stop receiving this at any time by contacting Seller

12.2 Customer’s personal information will be processed in line with Data Protection Legislation and in accordance with Seller’s Privacy Policy which is hereby incorporated into this Agreement. Seller’s Privacy Policy will be provided on request. “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;

12.3 Seller attaches significant importance to the evaluation of its services. It will evaluate services following delivery based on completed evaluation forms. Seller agrees to share the outcome of that evaluation with you. In addition, Seller or its research contractor may approach you to carry out a further evaluation of the impact of the training at a later date.

12.4 Seller will only share Customer’s personal information with third parties where the law requires Seller to do so, or, in the case of online courses, as described in section 6.2 of this contract.

COMPLIANCE WITH LAWS

13.1 Customer agrees that all applicable import, export control and sanctions laws, regulations, orders and requirements, as they may be amended from time to time, including without limitation those of the United States, the European Union and the jurisdictions in which Seller and Customer are established or from which items may be supplied, and the requirements of any licenses, authorizations, general licenses or license exceptions relating thereto will apply to its receipt and use of goods. In no event shall Customer use, transfer, release, export or re -export any materials provided by the Seller in violation of such applicable laws, regulations, orders or requirements or the requirements of any licenses, authorizations or license exceptions relating thereto. Customer agrees furthermore that it shall not engage in any activity that would expose the Seller to a risk of penalties under laws and regulations of any relevant jurisdiction prohibiting improper payments, including but not limited to bribes, to officials of any government or of any agency, instrumentality or political subdivision thereof, to political parties or political party officials or candidates for public office, or to any employee of any customer or supplier. Customer agrees to comply with all appropriate legal, ethical and compliance requirements.

MISCELLANEOUS:

14.1 No third party has any rights under this contract . This contract is between Seller and  Customer. No other person (including delegates for whom Customer has booked places on a Course) shall have any rights to enforce any of its terms.

14.2 If a court finds part of this contract illegal, the rest will continue in force. Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.

14.3 These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation of the contract between Seller and Customer (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

14.5 Seller and Customer both irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this contract or its subject matter or formation (including non-contractual disputes or claims).

14.6 The headings to the Clauses and paragraphs of the Contract are for guidance only and shall not affect the interpretation thereof.

14.7 All notices and claims in connection with the Contract must be in writing.