Multi-company training terms and conditions

These Terms and Conditions apply to all Kademy Training Courses which are linked on our booking form.

INTERPRETATION

The following definitions and rules of interpretation apply in these terms and conditions in addition to those used in our booking form.

Definitions

Customer/you: the company, partnership or person named on the online booking form for theKademy training course.

Supplier/Kademy/we/us/our: Kademy Limited incorporated and registered in England and Wales with company number 11762391 whose registered office is at 71-75 Shelton Street, London WC2H 9JQ.

Applicable Data Protection Laws: means:

1. To the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data.
2. To the extent the EU GDPR applies, the law of the law of the European Union or any member state of the European Union to which the Supplier is subject, which relates to the protection of personal data.

Applicable Laws: all applicable laws, statutes, regulations from time to time in force.

Business Day:  a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

Customer Materials: any information, contributions, documents or other materials you provide to us during the course of the Services and/or that you upload to our platform.

Customer Personal Data: any personal data which we processes in connection with the Services, in the capacity of a processor on behalf of the Customer.

Data Protection Legislation:  all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended;

Intellectual Property Rights: patents, utility models, rights to inventions, copyright and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) 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.

Services: the virtual training course(s) that is set out on your booking form.

UK GDPR: has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.

1. Booking Process

• For current course costs and dates, please refer to our website.
• Before booking onto the course, please ensure you have read the course content to ensure the course meets your training needs and that you are able to meet any pre-requisites, where stated.
• If a course registration/booking form is completed by an individual other than the named participant or candidate, it is the responsibility of the person booking the course to ensure the person attending is suitable for the course and has the relevant experience.
• Upon receipt of your booking form your place(s) will be confirmed to you in writing.
• Full payment for the course must be received before the course start date or within 30 days, whichever comes first. If full payment is not received before the course start date you will be removed from the course.

2. Course Attendance

• You will normally receive joining instructions via email to the email address provided on the booking form.
• It is the responsibility of the Customer to complete the course registration or booking form to ensure joining instructions are received by you.
• If the joining instructions are not received, it is the responsibility of the individual who completed the course registration or booking form to contact us to arrange for them to be reissued.
• We will send all correspondence primarily via email to the email address provided on the booking form. If alternative details are received after the booking form has been submitted, they will supersede the original details and all future correspondence will be sent to the new email address.
• Failure to attend the course will result in the full cost being No refund will be provided.
• It may be necessary, for reasons beyond our control, to change the content and timing of the programme, the date, the venue or the presenter without being liable for any costs that may arise. If you are unable to attend the new date, a full refund will be issued.

3. Course Cancellation

3.1 The following cancellation fees will apply to any cancellation by you:

3.2 We shall permit a change in delegate up to three days before a course start date only. Any delegate change after 3 days before the course start date will be treated as a cancellation and re-booking at full cost.

4. INTELLECTUAL PROPERTY RIGHTS

4.1  In relation to the Services:

(a)  we (and our licensors) shall retain ownership of all Intellectual Property Rights in the Services and any materials (including but not limited to documents, pdfs and videos) we provide to you;

(b)  we grant you a non-exclusive, royalty-free licence during the training course to use and download one (1) copy the materials solely for the purpose of receiving and using the Services. You are not permitted to amend, distribute or use the material for any other purpose; and

(c)  you shall not, in any manner, modify, sub-license, assign or otherwise transfer the rights granted in this clause.

5. DATA PROTECTION

5.1 For the purposes of this clause 2, the terms controller, processor, data subject, personal data, personal data breach and processing shall have the meaning given to them in the UK GDPR.

5.2 Both parties will comply with all applicable requirements of the Applicable Data Protection Laws. This clause 2 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under Applicable Data Protection Laws.

5.3 The parties have determined that for the purposes of Applicable Data Protection Laws the Supplier shall process the personal data as set out in paragraph 1.1 of Schedule 1 as processor on behalf of the Customer

5.4 Should the determination in clause 2.3 change, the parties shall use all reasonable endeavours make any changes that are necessary to this clause 2 and Schedule 1.

5.5 Without prejudice to clause 2.2, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Customer Personal Data to the Supplier and lawful collection of the same by the Supplier for the duration and purposes of this agreement.

5.6 In relation to the Customer Personal Data, Schedule 1 sets out the scope, nature and purpose of processing by the Supplier, the duration of the processing and the types of personal data and categories of data subject.

5.7 Without prejudice to clause 2.2, the Supplier shall, in relation to Customer Personal data:

• process that Customer Personal Data only on the documented instructions of the Customer, which shall be to process the Customer Personal Data for the purposes set out in Schedule 1 (Processing, personal data and data subjects) unless the Supplier is required by Applicable Laws to otherwise process that Customer Personal Data (Purpose). Where the Supplier is relying on Applicable Laws as the basis for processing Customer Personal Data, the Supplier shall notify the Customer of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit the Supplier from so notifying the Customer on important grounds of public interest. The Supplier shall inform the Customer if, in the opinion of the Supplier, the instructions of the Customer infringe Applicable Data Protection Laws;
• implement the technical and organisational measures set out in Schedule 1 (Processing, personal data and data subjects) to protect against unauthorised or unlawful processing of Customer Personal Data and against accidental loss or destruction of, or damage to, Customer Personal Data, which the Customer has reviewed and confirms are appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures;
• ensure that any personnel engaged and authorised by the Supplier to process Customer Personal Data have committed themselves to confidentiality or are under an appropriate statutory or common law obligation of confidentiality;
• assist the Customer insofar as this is possible (taking into account the nature of the processing and the information available to the Supplier), and at the Customer’s cost and written request, in responding to any request from a data subject and in ensuring the Customer’s compliance with its obligations under Applicable Data Protection Laws with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
• notify the Customer without undue delay on becoming aware of a personal data breach involving the Customer Personal Data;
• at the written direction of the Customer, delete or return Customer Personal Data and copies thereof to the Customer on termination of the agreement unless the Supplier is required by Applicable Law to continue to process that Customer Personal Data. For the purposes of this clause , Customer Personal Data shall be considered deleted where it is put beyond further use by the Supplier; and
• maintain records to demonstrate its compliance with this clause 2.

5.8 The Customer provides its prior, general authorisation for the Supplier to:

a) appoint sub-processors to process the Customer Personal Data, provided that the Supplier:

1. shall ensure that the terms on which it appoints such processors comply with Applicable Data Protection Laws, and are consistent with the obligations imposed on the Supplier in this clause 2;
2. shall remain responsible for the acts and omission of any such processor as if they were the acts and omissions of the Supplier; and
3. shall inform the Customer of any intended changes concerning the addition or replacement of the processors, thereby giving the Customer the opportunity to object to such changes provided that if the Customer objects to the changes and cannot demonstrate, to the Supplier’s reasonable satisfaction, that the objection is due to an actual or likely breach of Applicable Data Protection Law, the Customer shall indemnify the Supplier for any losses, damages, costs (including legal fees) and expenses suffered by the Supplier in accommodating the objection.b) transfer Customer Personal Data outside of the UK as required for the Purpose, provided that the Supplier shall ensure that all such transfers are affected in accordance with Applicable Data Protection Laws. For these purposes, the Customer shall promptly comply with any reasonable request of the Supplier, including any request to enter into standard data protection clauses adopted by the EU Commission from time to time (where the EU GDPR applies to the transfer) or adopted by the Commissioner from time to time (where the UK GDPR applies to the transfer).

5.9 Either party may, at any time on not less than 30 days’ notice, revise this clause 2 (Data protection) by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when replaced by attachment to this agreement).

6. CONFIDENTIALITY

6.1  Each party undertakes that it shall not at any time, and for a period of five years after termination of this agreement, disclose to any person any confidential information concerning our Intellectual Property, materials (including but not limited to documents, pdfs and videos) or the business, affairs, customers, clients or suppliers of the other party or other information that a party deems to be or by its nature is confidential information, except as permitted by clause 3.2.

6.2 Each party may disclose the other party’s confidential information:

(a)  to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this clause 3.2; and

(b)  as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

6.3 No party shall use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this agreement.

7. NO PARTNERSHIP OR AGENCY

7.1 Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.  Neither party shall have any liability to the other for taxes, national insurance or other such payments.

7.2  Each party confirms it is acting on its own behalf and not for the benefit of any other person.

8. Liability

• Our liability is limited to 2x the Booking Fee Cost. This limit shall apply to direct loss or damage in tort or in contract or otherwise including loss or damage resulting from our negligence but not loss or damage directly caused by our deliberate and wilful default. We will not be liable in any event for any indirect or consequential loss, including loss of profits, irrespective of how such indirect or consequential loss was caused, including as a result of our negligence but not our deliberate and wilful default.

• Subject always to the above limitation and exclusion of liability our liability shall be limited to a just and equitable proportion of the total loss or damage taking into account contributory negligence and the legal responsibility of any other party (regardless of the ability of any other party to make payment). Where work is undertaken with another organisation which limits its liability in any way, our liability in relation to that matter shall be limited to the amount which would have applied had the other organisation not so limited its

• Claims may only be brought against us and no claims may be made against any other Director, officer, employee or agent of Kademy. Each Director, officer, employee and agent are entitled to the benefits set out here in accordance with the Contracts (Rights of Third Parties) Act 1999.

9. THIRD PARTY RIGHTS

9.1  This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.

10. GOVERNING LAW

10.1   This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.

11. JURISDICTION

11.1    Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.

This agreement is entered into on the date on which the training course place is confirmed via email.

SCHEDULE 1 – Processing, Personal Data and Data Subjects

1. Particulars of processing

1.1 Scope, Nature and Purpose of processing

Processing for the purposes of delivery of the services to the Supplier

1.2 Duration of the processing

For the duration of the provisions of the services to the client and for a period of no more than seven years thereafter

1.3 Types of personal data

Names, job titles, contact details

1.4 Categories of data subject

Customer employees

2. Technical and organisational measures 

2.1  The Supplier has robust information security policies and procedures in place to protect personal data from unauthorised access from the point of collection to the point of destruction.  This includes encryption, firewalls, access controls, policies and other procedures. The Supplier engages third party professional IT support to ensure that these policies and procedures remain appropriate and up to date.

2.2 The Supplier cannot guarantee the security of information transmitted over the internet or that through this route unauthorized persons will not obtain access to personal data. In the event of a data breach, the Supplier has put in place procedures to deal with any suspected breach and will notify the Customer and any applicable regulator of a breach where required to do so.

2.3 The Supplier restricts access to personal data we retain to only staff who need to access the information in the performance of their roles.