1.1 In these Conditions, terms set out in the Booking Form shall have the meanings set out there; in addition, the following definitions apply:
Agreement: the agreement between the Client and ICAEW for the booking and delivery of the Programme comprising these Conditions and the Booking Form;
Booking Form: the details as to the parties, the Programme, Fee and other commercial matters set out under the heading 'Booking Form';
Client: the organisation who is contracting with ICAEW for delivery of the Programme to the Delegate;
Commencement Date: the date upon which ICAEW is in receipt of the signed Talent Programme Booking Form;
Conditions: these terms and conditions as amended from time to time in accordance with Condition 21;
Controller, Data Subject, Personal Data, Processor, Sub Processor: shall have the respective meanings given to them in applicable Data Protection Legislation from time to time (and related expressions, including process, processing, processed, and processes shall be construed accordingly);
Data Protection Legislation: means all applicable data protection and privacy legislation, regulations and guidance including the Privacy and Electronic Communications (EC Directive) Regulations and any guidance or codes of practice issued by the European Data Protection Board or the Information Commissioner from time to time, together with: (a) prior to 25 May 2018, the Data Protection Act 1998; and (b) from 25 May 2018 onwards Regulation (EU) 2016/679 (the "General Data Protection Regulation" or "GDPR"), (in each case, all as amended, updated or re-enacted from time to time);
Delegate: the person named as the delegate for the Programme in the Booking Form;
ICAEW: Institute of Chartered Accountants in England and Wales, incorporated by Royal Charter, with number RC000246 and having its principal office at Chartered Accountants' Hall, 1 Moorgate Place, London EC2R 6EA;
ICAEW Programme Contact As defined in the Booking Form;
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;
Programme Materials: the materials provided by ICAEW to the Client and/or the Delegate for the Programme;
Programme: as detailed in the Booking Form;
Supervisory Authorities and Personal Data Breach: shall have the respective meanings given to them in the GDPR;
In these Conditions, the following rules apply:
2.1 a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
2.2 a reference to a statute or statutory provision includes that statute or provision as amended or replaced from time to time and further includes any subordinate legislation made under that statute or statutory provision;
2.3 use of the term in particular or any similar expression is illustrative only and shall not limit the sense of the preceding words; and
2.4 a reference to writing or written includes e-mail.
3. Commencement and basis of contract
3.1 This Agreement starts on the Commencement Date. It creates a contract between the Client and ICAEW.
3.2 These Conditions apply to the Agreement to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
4. Programme fee and payment
4.1 The Fee for the Programme is as set out in the Booking Form.
4.2 Upon receipt of a signed Booking Form, an invoice will be issued to the Client.
4.3 The Client shall pay the invoiced amount within 30 days of the date of a correctly rendered invoice to a bank account nominated in writing by ICAEW unless ICAEW agrees otherwise in writing.
4.4 All amounts payable by the Client under the Agreement are exclusive of value added tax.
4.5 If the Client fails to make any payment due then it shall pay interest on the overdue amount at the rate of 4% per annum above Bank of England's base rate from time to time. Such interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment.
Any additional services arising from the Delegate’s attendance on the Programme such as extension to coaching and mentoring relationships, or in-house roll out of elements of the Programme should be discussed with the ICAEW Programme Manager and will be subject to separate agreement and charge.
6. Cancellation & postponement
6. Cancellation & Postponement
6.1 Requests for programme cancellation must be made in writing to ICAEW. Notices will only take effect from the day of receipt by ICAEW. You may cancel at any time up to the day before the first day of the Programme but subject to the following cancellation charges:
- More than 12 weeks in advance: no cancellation charge;
- 3-12 weeks before Programme start: 60% charge;
- Less than 3 weeks before the first day of the Programme: 100% charge
Note: No refunds will be made once the Programme has started
6.2 Requests for postponement or cancellation of coaching or mentoring sessions must be made directly by you to the coach or mentor at least 48 working hours before the start time of the relevant session, should you need to postpone the session for a business or personal reason. You will be charged separately for the cost of the session cancelled or postponed if less than 48 working hours' notice is given.
6.3 ICAEW undertakes to use its reasonable endeavours to hold and promote the Programme as promoted but if, for any reason it is not possible to conduct any element of the Programme on the planned date then it will reschedule for an alternative date within 3 months of the original date.
6.4 ICAEW may, at its absolute discretion, change the Programme facilitators or venue of the programme.
7. Delegate enrolment and nominations transfer
7.1 Once a Delegate has been accepted onto the Programme via notification of receipt by ICAEW of the signed Booking Form, the ICAEW Programme Contact will send a welcome email to the Delegate directly, including any pre-work and next steps.
7.2 The language of the Programme is English.
7.3 If for whatever reason the accepted Delegate cannot take up his or her space on the Programme, the Client may nominate a new candidate subject to the same application process. Transferring a booking means that the original Delegate loses and transfers all rights of access to the Programme. Places on the Programme cannot be shared between Delegates.
7.4 If any special requirements are indicated on the Booking Form due to disability or any other reason, ICAEW will contact the Client prior to the start of the Programme to discuss these requirements.
8. Intellectual property rights
8.1 All Intellectual Property Rights in or arising out of or in connection with the delivery of the Programme and the Programme Materials shall be owned by the ICAEW and/or its licensors.
8.2 In consideration of receipt by ICAEW of the Fee, ICAEW grants to the Delegate with effect from the start date of the Programme a non-exclusive, non-transferable licence to use the Programme Materials during the period of the Programme only and for their personal use for the sole purpose of participating in the Programme.
8.3 All Programme Materials are the exclusive property of ICAEW and/or its licensors. Use, scanning, emailing, photocopying, reproduction or distribution of Programme Materials not expressly permitted by these Conditions is strictly prohibited and shall constitute an infringement of ICAEW’s Intellectual Property Rights.
9. Client and delegate obligations
9.1 Neither the Client nor the Delegate shall:
9.1.1 copy, scan, email or share the Programme Materials except where necessary for the Delegate to complete the Programme;
9.1.2 alter, or modify in whole or any part of the Programme Materials nor permit the Programme Materials or any part of them to be combined with or become incorporated into any other materials.
9.2 The Client and the Delegate are both notified that the relevant trainer and/or training company for the Programme have both undertaken to ICAEW not to carry out any repeat or replica training, or substantially similar, or follow-on, training, for any client to whom they deliver training under any ICAEW programme. Each of the Client and the Delegate undertakes to ICAEW not to approach any such trainer and/or training company directly or indirectly but, if interested, to contact ICAEW and agree with them the relevant arrangements.
10. Chatham House rules
All participants including delegates, mentors, or facilitators acknowledge that the Programme is run under Chatham House Rules. They shall each therefore keep confidential any information concerning other participants, or their businesses and shall not divulge any information received during the course of the Programme.
11.1 All parties shall keep in strict confidence, and use for the purpose of these Conditions only, all documents, information and materials disclosed to it by the other party (the “Disclosing Party”) which are of a confidential nature and any other confidential information concerning the Disclosing Party's business, its products or its customers (‘Confidential Information’) which the other party (the "Receiving Party") may obtain. Each party shall restrict disclosure of the other party’s confidential material to such of its employees, consultants, agents, sub-contractors or regulators as need to know it for the purpose of performing the party's obligations under this Agreement, and shall ensure that they are subject to obligations of confidentiality corresponding to those which bind the parties in these Conditions.
11.2 Clause 11.1 shall not apply to any Confidential Information which:
11.2.1 enters the public domain other than as a result of a breach of Clause 11.1;
11.2.2 is lawfully received from a third party which is under no confidentiality obligation in respect of that information; or
11.2.3 is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information; or
11.2.4 is already in the Receiving Party’s lawful possession prior to its disclosure by the Disclosing Party.
12. Warranties and Disclaimer
12.1 ICAEW does not make any representation, guarantee or commitment to the Client or Delegate that the Programme Materials shall be error free.
12.2 All representations, warranties and/or terms not expressly set out in these Conditions (whether implied by law, conduct or otherwise) shall be excluded to the maximum extent permitted by law.
13.1 Nothing in these Conditions shall exclude or limit either party’s liability for death or personal injury caused by its negligence, fraud or any other liability that cannot be excluded under applicable law.
13.2 Except in respect of death or personal injury caused by ICAEW’s negligence or as expressly provided in these Conditions, the Client acknowledges that ICAEW shall not be liable to the Client or Delegate by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Agreement, for any loss of profit or any direct, indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the negligence of ICAEW, its servants or agents or otherwise) which arise out of or in connection with any element of the Programme or the Agreement.
13.3 Except as expressly provided for in these Conditions and subject always to 13.1 and 13.2 above, the total liability of ICAEW under or in connection with the Agreement whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed the Fee.
14.1 ICAEW shall be at liberty (without prejudice to any other rights it may have) to terminate the Agreement forthwith on giving notice in writing for any of the following reasons:
14.1.1 non-payment by the Client of Fees when due;
14.1.2 a material breach of the Client’s or the Delegate’s express or implied obligations under the Agreement and where such breach is remediable the Client fails to remedy that breach within thirty (30) days of being notified by ICAEW in writing of the breach;
14.1.3 if (being an individual) a petition is made for the Client’s bankruptcy or if the Client makes any composition or arrangement with creditors;
14.1.4 where the Client is a company, if any action is taken for or with a view to its winding up, or a petition is presented for an administration, or a winding up order against it or such an order is made, or it becomes insolvent or unable to pay its debts as they fall due, or an administrative receiver or receiver or manager of its undertaking is duly appointed by a creditor or by the court, or possession is taken of any of its property by an encumbrancer and in that event such termination shall not affect any rights which ICAEW may have against the Client in consequence of the breach by the Client.
14.2 On termination of the Agreement the Client shall immediately pay to ICAEW all of ICAEW’s outstanding unpaid invoices and interest (if applicable).
14.3 The accrued rights and liabilities of the parties as at termination and the continuation of any provision expressly stated to survive or implicitly surviving termination shall not be affected.
15. Force Majeure
15.1 Neither party shall be in breach of the Agreement if there is any total or partial failure of performance by it of its duties and obligations as a result of any act of God, fire, pandemic, epidemic, act of government or state, act of third-party war, civil commotion, insurrection, act of terrorism, embargo, failure of utility supplies or other reason beyond its reasonable control (“Force Majeure Event”).
15.2 If it is not safe or not possible to hold the Programme due to a Force Majeure Event, we may, subject to availability, offer you a reasonable number of alternative dates for the Programme, such alternative dates being within 12 months of the Programme start Date. You agree in good faith to consider such alternative dates and to negotiate in good faith to agree an alternative date for the Programme (“Alternative Date”).
15.3 If we have agreed an Alternative Date with you and you then cancel the Programme scheduled for the Alternative Date other than due to a Force Majeure Event, clause 6 shall apply, and the cancellation charges shall be calculated with reference to the number of days before the Alternative Date.
15.4 If we have agreed an Alternative Date with you, but it is then not safe or possible to hold the Programme on the Alternative Date due to a Force Majeure Event, either party may terminate this Agreement, and we will refund you all the sums you have paid under this Agreement less any costs we have incurred in performance of this Agreement.
16. Data Protection
16.1 Each party agrees that in performing their obligations under the Agreement, they shall comply with the provisions of all applicable Data Protection Legislation to the extent it applies to them.
16.2 The Parties shall be Separate Data Controllers of any Personal Data obtained from each Party for the purpose of the Agreement.
16.3 Each Party shall process the Personal Data only in accordance with the Data Protection Legislation, and shall not process the Personal Data for any purposes other than those as may be expressly authorised from time to time.
16.4 Each Party will ensure that the Personal Data is only released to authorised individuals who are trained in data protection and have committed themselves to confidentiality;
16.5 Each Party shall ensure that they shall have in place appropriate technical and organisational measures to protect the Personal Data provided against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, and which provide a level of security appropriate to the risk represented by the processing and the nature of the data to be protected;
16.6 Each Party shall implement appropriate Records Keeping practices, making such records available to The Parties or a Supervisory Authority on request;
16.7 The Personal Data shall not be transferred in any form or by any means to a country outside the European Economic Area.
16.8 The Client shall ensure the Delegates are made aware that ICAEW will be holding and processing data relating to them for the purposes set out in the Booking Form.
If any term or provision of these Conditions is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction such provision shall be severed and the remainder of the provision hereof shall continue in full force and effect as if these Conditions had been agreed with the invalid, illegal or unenforceable provision eliminated.
18. No partnership or agency
Nothing in the Agreement is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute one party an agent for the other party for any purpose. No party shall have authority to act as agent for, and to bind, the other party in any way.
The Client shall not be entitled to assign its rights or obligations under the Agreement with ICAEW without the prior written consent of ICAEW.
Any waiver by ICAEW of any breach of, or any default under, any provision of the Agreement by the Client shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Agreement.
21. Complete agreement
The Agreement together with the Booking Form constitutes the entire agreement between the parties. Any descriptive matter or advertising issued by ICAEW, and any descriptions contained on the Website or any brochure, are issued or published for the sole purpose of giving an approximate idea of the Programme. They shall not form part of the Agreement or have any contractual force. The Client acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of ICAEW which is not set out in the Agreement.
Any variation to these Conditions shall have no effect unless expressly agreed in writing and signed by a duly authorised representative of ICAEW.
23.1 Where a notice is required to be given to any party hereto it may be served by leaving it at the registered office or last known address of that party. Otherwise it may be delivered personally, or be sent by first class post, recorded delivery or by courier to the other party and for the attention of that party’s contact in accordance with Condition 23.2.
23.2 Any notice shall be deemed to have been duly received if delivered personally when left at the address or, if sent by pre-paid first-class post or recorded delivery on the second business day after posting, or if delivered by courier on the date and at the time that the courier’s delivery receipt is signed.
24. Contracts (Rights of Third Parties) Act 1999
The parties to the Agreement do not intend that any term of the Agreement shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999.
25. Governing Law and Jurisdiction
The Agreement is governed by the laws of England and Wales. Each party irrevocably agrees 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 Agreement or its subject matter or formation (including non-contractual disputes or claims).