These Professional Services Terms are in addition to the General Terms. The Professional Services Terms form part of the Terms and are hereby incorporated therein. Definitions in these Professional Services Terms shall have the same meaning as set out in the General Terms.

The following additional definitions shall apply in these Professional Services Terms:

Attendee: the individual attending a Training for you;

Attendee Terms: any specific terms, policies and/or guidelines provided by us (and/or our Location providers, Training Facilitators and/or Third Party Suppliers) to you and/or Attendees;

Confidential Information: confidential or proprietary information generated, created, or owned by us however recorded (including Training, Training Materials, drawings, samples, client and supplier lists, plans, models or methods, specifications, know how, commercial and financial data, and any information or analysis derived from the same) which we directly or indirectly identify as such, either orally or in writing, or is clearly confidential from the circumstances and nature of the disclosure;

Training: the training or workshop provided by us to you;

Training Materials: the written and recorded materials, if any, supplied to you, to accompany the Training (whether in electronic or physical format);

Training Specification: the description or specification agreed between us for the Training;

Training Facilitator: our representatives who deliver training, coaching and support to groups or individuals, as part of the Training;

Third Party Suppliers: any third party provider that assists us in the provision of a Training and/or supplies services in respect of the operation and/or delivery of a Training.

1. We:

1. shall supply our Training to you materially in accordance with the relevant Training Specification and shall use our reasonable efforts to provide the Training with reasonable skill and care;
2. reserves the right to amend any Training Specifications, and/or Location to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Training. We will notify you as soon as reasonably possible of these amendments;
3. has taken reasonable care in sourcing and presenting information during the Training but do not warrant that any content created by Training Facilitators, or
4. content provided in the Training Materials or on our Training, will be complete or error free. No responsibility is accepted for inaccuracies or mistakes in the information, or for any loss or damage that may result from its use;
5. reserves the right to change a Training Facilitator at any time and/or to change any Training Materials including the content of any Training provided that it does not materially deviate from the Training Specification;
6. reserves the right to change the Location and/or date of a Training. We shall use our reasonable endeavours to notify you of any such change as soon as reasonably practicable.

2. We aim to provide uninterrupted access to the Training and corresponding Training Materials. You acknowledge that occasionally technical difficulties may interrupt services. We will use our reasonable efforts to resolve any technical difficulties and to resume normal service as soon as is reasonably practical. We reserve the right to postpone or amend any Training to the extent that it is impacted by any technical issue.

3. IP Rights

1. You acknowledge and accept that save as expressly set out in these Terms, you have no rights, title or interest in the Training and/or Training Materials.
2. Subject to your compliance with these Terms, we grant you a revocable, non-exclusive, non-assignable, non-sub-licensable limited licence to use the Training Materials for your internal business use only.
3. You will not copy, reproduce, create derivative works of, distribute, transmit, sell, license, or otherwise exploit any content contained in the Training, Training Materials, or Training Specifications, or act in any way that would infringe our Intellectual Property Rights or Confidential Information – without our prior written consent. Nor will you procure, encourage, or assist anyone else in doing so.

4. Your obligations

You agree:

1. You agree to ensure that all Attendees (whether attending in person or online) comply with our reasonable instructions including the instructions of a Training Facilitator and that they comply with all Attendee Terms.
2. We may use any comments or feedback we receive to improve the experience of our clients and visitors.
3. We may at our sole discretion modify, change, update, suspend, or terminate access to or use of Training Materials and Training, which we may change from time to time without prior notice to you.
4. You are solely responsible for (and we have no responsibility to you or to any third party for) any breach of your (including any Attendees) obligations under these Terms and for the consequences of that breach.
5. You are responsible for checking the Training Specification and ensuring it is suitable for your (including Attendee) needs. You acknowledge that some Training may include content that overlaps with other Training.
6. That in the event that you cancel or fail to attend any Training then you will be liable for cancellation charges. These are set out in the Order Form and/or Heads of Terms.

Last updated: 21 December 2023.

Version: V003