In-house terms and conditions
1.1 Note the disclaimer in paragraph 7, the limitation on liability in paragraph 8 and the cancellation fee in paragraph 10.
1.2 If you would like to use any of our material in a way not covered by these terms, please contact us.
The person entering into this agreement with us by accepting these terms. Where the context so requires, You or Your includes your Authorised Users.
National Association of Citizens Advice Bureaux
[Your employees/Includes without limitation any person whose principal place of work is one of Your Sites] delete as appropriate
The information, know-how, data and any other material we supply to you pursuant to the Service(s)
Training and Material relating to a service or services provided to you by us at one or more of Your Sites, through our web-site or sent to you by e-mail or by any other means. Service includes any ancillary software supplied by us.
The fee for any Service as specified in the invoice for it.
All sites, offices and locations that you and we have agreed are covered by this agreement and are listed in schedule 2.
3.1 We authorise you to use the Service on condition that (a) you comply with your obligations under this agreement; and (b) the Fee is paid.
3.2 This authority starts when you enter into this agreement and the Fee is paid and ends if this agreement is terminated under paragraph 9.
4.1 You acknowledge that we or our licensors own all of the intellectual property rights in the Materials and the Service. You may copy and use Material for the purpose of completing training assignments in your own name or in the name of your Authorised Users. You may not use the Material for any other purpose.
4.2 We may make such amendments to these terms, the Service as in our sole discretion may be necessary or appropriate to comply with any regulations, instructions, recommendations or the like issued by the Law Society.
5 Your obligations
5.1 You will use the Service only for your own in-house internal training; you may not use them for training other people.
5.2 You will not:
5.2.1 Alter any part of the Service or the Materials; or
5.2.2 Assign or otherwise dispose of your or our rights under this agreement.
5.2.3 Contest our intellectual property rights in the Service or the Materials.
5.3You will pay the Fee in advance at least two weeks before the date upon which the training to be provided pursuant to the service is due to take place.
6 Our obligations
6.1 We warrant that you will not infringe any third party rights by using the Service or completing training assignments.
6.2 We will provide the Service using reasonable skill and care.
We give you no warranty or assurance, except as set out in paragraph 6 above. We declare and you acknowledge that all implied warranties and conditions are excluded to the maximum extent permitted by law. You should note in particular:
7.1 The Service and training assignments and the related answers are not intended to constitute a definitive or complete statement of the law on any subject.
7.2 The Service and training assignments and the related answers are not intended to constitute legal advice in any specific situation.
7.3 We may change or withdraw part or all of any Service or training assignment at our discretion.
8.1 Our liability to you for any loss or damage is limited to damages of an amount equal to the Fee.
8.2 Under this paragraph, our liability includes that of any company in our group or member of any of our affiliates and our and their respective agents, employees and sub-contractors, you includes any other party claiming through you and loss or damage includes any losses, damages, costs or expenses whatsoever or howsoever arising in connection with the Service or training assignments, whether under this agreement or other agreement or in consequence of any misrepresentation, misstatement or tortious act or omission, including negligence.
8.3 This paragraph does not affect claims in respect of death or personal injury caused by negligence and does not limit or exclude any liability for fraudulent misrepresentation.
9.1 This agreement will terminate if you are in material breach of any of its terms and if the breach is not remedied within the period of ten days after we have given you written notice of it.
9.2 On termination of this agreement in relation to any Service you will delete that Service, any Materials and any part of them from your electronic media, including your intranet and electronic storage devices.
10.1 If you wish to cancel a Service you must notify us in writing and in advance of the date set for the Service to begin.
10.2 If you cancel the Service you will pay us a £25 administration fee plus any costs we may reasonably have incurred in the preparation of the Service to be charged on a time and materials basis of £250 per day up to 90% of the Fee plus any travel and other expenses we may have actually incurred.
11 Assignment; Third Party Rights; Entire agreement; Governing law
10.1 You may not assign this agreement without our consent in writing.
10.2 This agreement is not intended to benefit anyone other than the parties to it and, in particular, no term of this agreement shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by a third party.
10.3 This agreement constitutes the entire agreement and understanding of the parties and supersedes any previous agreement between the parties relating to the subject matter of this agreement. Each of the parties acknowledges and agrees that in entering into this agreement it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently or innocently made) of any person (whether party to this agreement or not) other than as expressly set out in this agreement. The only remedy available to it for breach of the agreement shall be for breach of contract under the terms of this agreement.
10.4 This agreement is governed by English law and you submit to the non-exclusive jurisdiction of the English courts.