Terms and Conditions

1. INTRODUCTION

Courses: Bagshaw Consultancy Services Ltd (“BCS”) trading as Smart Choices Training is a provider of e-learning training courses and compliance products (“Courses”). Courses can be delivered in-house at your premises, at public venues, or via the world-wide web (‘the Web’). Courses may be tailored (‘Tailored Courses’) or standard (‘Standard Courses’).

Course Details: Details of the Courses available from BCS are set out on the Website http://www.smartchoicestraining.co.uk, as defined below.

Terms apply to all Courses: The following terms and conditions (‘Terms’) shall be incorporated into this agreement for the provision of Courses by BCS.

2. DEFINITIONS

Definitions: In these Terms, the following expressions shall have the meanings set against them unless the context is inconsistent therewith:

“Course Materials” means any documentation (including without limitation certificates, brochures and audit tools), articles, web pages, online modules, videos, graphics, text products, audio, music, design or materials provided as part of a Course;

“Delivery” means the time when Live Courses have commenced, or when Remote Course Materials have been delivered, or when Online Course modules have been accessed;

“BCS, Owl Compliance and OWL” are trading names of Bagshaw Consultancy Services Limited, whose registered office is at 6 Hawthorn Road, Bollington, Macclesfield SK10 5JN;

“Live Courses” means Courses delivered face-to-face by BCS consultants or employees;

“On-Line Courses” means Courses delivered via the Web;

“Smart Choices Anti-Slavery Course” means the online supplier training course delivered by BCS on the topic of modern slavery;

“Website” refers either to the website at http://www.smartchoicestraining.co.uk, a service provided by BCS, or any other website controlled by BCS;

‘You’ means any person who uses the Website or whose order for Courses is accepted by BCS.

3. YOUR ACCEPTANCE OF THESE TERMS

Acceptance: By registering to use the Website, accessing an On-Line Course or by otherwise agreeing to be supplied with the Courses, you agree to be legally bound by these Terms, and that your use of the Website and the Courses will be on these Terms alone.

Amendment: BCS reserves the right to change these Terms from time to time. You are responsible for regularly reviewing these Terms and any amended terms posted on the Website or otherwise notified to you. Your continued use of the Website and/or the Courses constitutes your agreement to these Terms as amended. BCS will be bound by any amendment to these Terms only to the extent that such amendments have been approved in writing by a Director or the Company Secretary of BCS.

4. PRICE

Price List & Changes: Except as otherwise expressly agreed by BCS in writing, the price of each Course shall be BCS’s published price at the date of purchase. Save as otherwise expressly stated by BCS, prices quoted are exclusive of VAT. Where a price is subject to VAT, VAT will be shown separately on your invoice.

Although we make every effort to ensure the prices listed are correct, mistakes may sometimes be made. If a mistake is discovered in the price of the Course that you have booked prior to confirmation of your booking, we will tell you and give you the option of either reconfirming your booking at the correct price or cancelling your booking. In this instance, if we are unable to contact you or we receive no reply from you, your booking will be cancelled. BCS reserves the right to change prices listed without notice.

Quotations: Quotations for Tailored Courses are given on the basis of reasonable assumptions about costs. All quotations for the supply of Tailored Courses shall be valid for thirty (30) days from the date of the quotation by BCS. BCS reserves the right to alter prices after this date without giving prior notification.

Expenses: The following expenses (if incurred) shall be charged to you as separate items, unless otherwise indicated in our quotation or agreement:
(a) production of Course Materials;
(b) cost of carriage of goods to support Tailored Courses and all Tailored Course Materials;
(c) any additional costs such as the hiring of equipment, the venue, or the cost of any extra consultancy and/or training time;
(d) any other additional costs (e.g. consultant travel costs, accommodation etc.);
(e) any additional material written for you in connection with your use of the Website;
(f) any additional programming or tailoring of any website, branding, the creation of chat room facilities, forums, or other special features;
(g) costs of administering website users;
(h) annual website and other maintenance and update charges.

Taxes: All prices shall be subject to the addition of Value Added Tax (where applicable) or any other tax payable.

5. PAYMENT

Time of Payment: Payment for all Courses shall be made no later than 30 days after the commencement of the programme unless the course is delivered as an Online Course in which case payment shall be made and received by BCS before access will be granted to the Course Materials.

Interest: If for any reason payment is not within the 30 day period as set out above, you agree to pay an interest charge at the rate of 5% per year over Barclays Bank base rate during the period from date of Delivery to the date of actual payment of the amount due.

Method of Payment: Payment for all Courses shall be made in pounds sterling (or such other currency as agreed between You and BCS) by credit, debit card, bank transfer or such other method as may be specified by BCS. No payments by cash will be accepted.

Payment by Invoice: Where a payment is accepted by bank transfer, payment must be received before access will be granted by BCS to the Course.

Security: For payment with Credit Card, BCS uses all reasonable efforts to safeguard the confidentiality of your credit or debit card details such as encryption technology and firewalls. However, “perfect” security does not exist on the Internet.

6. ACCEPTANCE & CANCELLATION OF ORDERS FOR RETAIL/INTERNET PURCHASES ONLY

Offer and Acceptance: Neither the Website nor the BCS e-Learning price lists constitute legally binding offers:
BCS is under no obligation to accept your order for an On-Line Course or any other Course.
Acceptance of your order shall take place only when BCS dispatches its acceptance of your order to you.

Cancellation Right: You have the right to cancel any Distance Contract made between us, which includes contracts made exclusively by means of the Internet, e-mail, fax, telephone or other means of distance communication. Notice of cancellation must be received by us during the Cancellation Period, which is the period ending on the expiry of SEVEN WORKING DAYS beginning with the day after the day on which the contract was concluded. In the event that a contract is cancelled pursuant to the Regulations, you will be responsible for returning any Course Materials (where applicable) to us in accordance with our Returns Procedure set out in Clause 8 of these Terms.

Limit on Cancellation Right: Except as otherwise agreed between you and BCS , you will not be able to cancel the contract once Delivery of the services has begun or you have accessed an On-Line Course.

7. CANCELLATION PROCEDURE

Notice of Cancellation: Notice of cancellation of any Course must be given in accordance with Clause 17.

Cancellation Fee for In-house: Unless you cancel a Course within the Cancellation Period, cancellation will incur a cancellation fee based on the following:
(a) If you cancel up to 8 weeks prior to Delivery of the Course, there will be a cancellation fee of 30% of the total price payable by you
(b) If you cancel not more than 6 weeks but not less than 4 weeks prior to Delivery of the Course, there will be a cancellation fee of 60% of the total price payable by you
(c) If you cancel up to 4 weeks prior to Delivery of the Course, there will be a cancellation fee of 100% of the total price payable by you

Nature of Cancellation Fees: You agree that the above cancellation fees constitute a genuine pre-estimate of the expenses likely to be incurred by us as a result of your cancellation.

8. RETURNS PROCEDURE

Returns Procedure: Where BCS has sent out course specific material, we will accept Course Materials for return only if:
(a) You cancelled the relevant Distance Contract within the Cancellation Period as defined in clause 6.2 or;
(b) The Course Materials were not compliant with our obligations under these Terms, and;
(c) You follow the returns procedure set out below.

Condition of returned Course Materials: BCS will accept returned Course Materials only if they are:
(a) Accompanied by a valid proof of purchase and
(b) Complete and in an unused and re-saleable condition. In particular, BCS reserves the right not to make any refund to you in respect of sealed Course Materials where such seal has been broken (for example sealed CD Rom products).

Notification: BCS reserves its right to make a charge for the return of Course Materials on cancellation of a Course by you. Such charge shall not exceed the actual direct costs of such return. If you wish to return Course Materials in the circumstances set out above, you should notify BCS in the manner set out in Clause 17 with details of your original order number and receipt. If BCS agrees to accept the return, your credit or debit card will be debited with the cost of the return delivery charge being £25 per return.

Refund of Purchase Price & Outbound Delivery Charge: If you qualify for a return and have followed the above procedure, you will receive a full refund of the purchase price and the outbound delivery charge to be credited to your card. Noncompliant Course Materials must be returned before any refund will be made.

9. INTELLECTUAL PROPERTY RIGHTS

Ownership: BCS own all title, copyright and all other intellectual property rights (including without limitation, database rights, trade marks, patents, and designs (whether registered or unregistered) in and to all Course Materials. You acknowledge that you do not own and shall not acquire any title, copyright or any other intellectual property rights in and to the Website and/or the Courses or any Course Materials and you shall not modify, translate, adapt or otherwise amend the same otherwise than in accordance with applicable law.

Limited Licence: Except as otherwise expressly stated on the Website or in the Course Materials, the Courses, and the Course Materials are supplied for your private information and educational use. Any commercial use, copying, distribution, transmission or publication of the whole or any part of the Course Materials and/or the Website is strictly prohibited without the express prior written consent of BCS.

Software: Your use (including downloading) of any content or software in connection with the Courses is governed by the terms of the end user licence agreement (if any) which accompanies or is included with such content and/or software. You may not install or use any content or software that is accompanied by or includes a licence agreement unless you first agree to the terms of such licence agreement. You agree that the licensor of any software obtained via us and used by you in connection with the Courses shall have the right (in terms of the Contracts (Rights of Third Parties) Act 1999) to enforce the terms of that licence directly against you. For any content or software not accompanied by a licence agreement, BCS hereby grants to you a revocable personal non-transferable licence to use the content or software for viewing and otherwise in accordance with these Terms.

Trade Marks: The display of any trade names or trademarks on the Website or in any of the Course Materials does not imply that any licence has been granted to any third party in respect of the same. All other product or company names, devices, logos, icons, graphics or designs referred to on the pages of the Website or in any of the Course Materials are the trade marks of the respective owners and are exhibited only in such a manner as is intended to be for the benefit of such trademark owners.
BCS intends no infringement of such trademarks. The appearance or absence of products, services, companies, organisations, home pages or other websites on the Website or any of the Course Materials does not imply any endorsement or non-endorsement thereof by BCS.

Search Programs: The deployment within the Website of any spider, robot, web crawler or other automated query program is forbidden except as may be necessary to identify the existence and general nature of the Website for ordinary internet search engine purposes.

Reservation of Rights: All rights not expressly granted to you under these Terms are reserved to BCS.

BCS will retain copyright on all authored material, unless otherwise agreed.

10. USE OF THE WEBSITE AND COURSES

Computer System: You are responsible for ensuring that your computer system meets all relevant technical specifications necessary to use the Courses and/or the Website, is compatible with the Courses and/or the Website and is capable of running the Courses and/or the Website content. You must not attempt to interfere in any way with the proper working of the Website and/or the Courses and in particular you must not attempt to circumvent security, tamper with, hack into, or otherwise disrupt any computer system, server, website, router, or any other internet connected device.

Course Changes: BCS reserves the absolute right to update, alter, suspend or discontinue any aspect of the Courses and/or the Website including your use of and/or access to it.

Whilst all reasonable precautions are taken to ensure security of the website, BCS does not accept any responsibility for any viruses, malware or other malicious software a user of the website may receive as a consequence of use of the website and indemnifies itself against the same to the fullest extent possible under the Law.

11. SMART CHOICES SUPPLIER ONLINE COURSE

On BCS’s receipt of a completed purchase and payment of the Charges, BCS will issue you with an email containing instructions which will allow access to the course. You will be permitted to allow two of your organisation’s employees to access the course for a period of 30 days or as advertised. Further access to the course, can be purchased by contacting BCS.

You shall not share the access instructions with any third party.

Any unauthorised access above 2 users will be charged at a rate of £30+VAT and you agree to pay these additional charges where incurred.

Information obtained through completion of the Smart Choices Supplier Online Course will be shared with the supplier organisation which has requested that you complete your training. This will include information about your completion of the course and the information entered during the course and survey. Please review our Data Protection and Privacy Policy on our website for further information.

12. INDEMNITY

You agree to indemnify BCS in respect of any costs, claims, demands, losses or liabilities (including reasonable legal fees) incurred by BCS as a result of or arising in any way from a claim by a third party which results from any breach by you of the provisions contained in these Terms.

13. WARRANTIES & SERVICE EXCLUSIONS

Warranties: BCS warrants that the Courses and the Website shall be provided with reasonable skill and care and that the Course Materials will be of satisfactory quality and compliant with any sample Course Materials supplied to you for approval. If you place an order for Courses having been given the opportunity to examine sample Course Materials, BCS shall be under no liability with regard to the Course Materials as supplied unless such Course Materials are non-compliant with the sample.

Uptime & Links: BCS will endeavour to make the Website and the Courses available but cannot guarantee that the Website and/or the Courses will operate continuously or without interruptions which could affect use of the Website and/or the Courses. The Courses and/or the Website may provide links to other websites, which are not under the control of BCS. BCS shall not be responsible in any way for the content of any such other websites. You acknowledge that BCS provides such links only as a convenience. The inclusion of any link does not imply any kind of endorsement by BCS.

Changes to Courses: BCS reserves the right to alter or cancel any Course or location prior to Delivery of that Course.

Service Exclusions: The Website and/or the Courses are provided for general information and illustrative purposes only and do not constitute financial, legal or other professional advice. Neither BCS nor any other BCS entity accepts any responsibility or liability for any loss which may arise from reliance on information contained on the Website and/or in the Courses.

Limited Warranties: The above warranties are BCS’s only warranties and no other warranty or condition, express or implied, will apply to the supply of the Courses, the Course Materials, or any other matter covered by these Terms. No warranty is given that the Course Materials will be fit for any particular purpose. Your statutory rights as a consumer (if any) are not affected by these Terms.

14. LIMITATION OF LIABILITY

Unlimited Liability: Nothing in these Terms shall operate to exclude or limit BCS’s liability for:
(a) Death or personal injury caused by the negligence of BCS, its servants, agents, employees or subcontractors;
(b) Any breach or contravention of the conditions implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982;
(c) Fraudulent misrepresentation; or
(d) Any breach of any implied term which cannot be excluded or limited.

Liability Exclusions: Subject to Clause 14.1, BCS shall not be liable to you or any third party for any loss of, damage to or costs in respect of:
(a) Loss of profit, anticipated profits, revenues or anticipated savings, goodwill or business opportunity, or;
(b) Loss of data, or;
(c) Indirect or consequential loss or damage ;
Regardless of whether any of the matters listed in (a), (b), and (c) above are foreseeable, known, foreseen or otherwise.

Total Liability: The maximum liability of BCS arising out of or in connection with any agreement made pursuant to these Terms or any collateral contract, whether in contract, tort (in each case including negligence) or otherwise shall in no circumstances exceed either £500 or the sum paid by you to BCS, whichever is the lower.

Force Majeure: Neither party shall be liable to the other for any failure or delay in the performance of its obligations under these Terms caused by circumstances beyond that party’s reasonable control.

BCS may disclose or list your company name, logo on its website, blog, press releases, white papers, or any other publicly accessible material for the purposes of marketing our services.

15. TERMINATION & ACCESS RESTRICTION

BCS shall have the right, at any time by serving written notice on you (which notice may be served by the sending from our server of an e-mail to the e-mail address set out on the Registration Form), to cancel your registration and access to the Website and/or the Courses if you are in breach of any material term of these Terms. BCS reserves the right, in its sole discretion, to suspend your registration and/or access to the Website and/or the Courses at any time without notice.

16. GENERAL

Separation of Provisions: If any provision of these Terms is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision shall be enforced to the maximum extent permissible so as to affect the intent of these Terms, and the remainder of the Terms shall continue in full force and effect.

Third Parties: For the purposes of the Contracts (Rights of Third Parties) Act 1999:
(a) BCS’s employees, sub-contractors and suppliers shall have the benefit of Clause 9 (Intellectual Property) in relation to their own intellectual property, and Clauses 13 (Warranties and Service Exclusions), 12 (Indemnity) and 14 (Limitation of Liability)
(b) Apart from that, these Terms are not intended to, and do not, give any person who is not a party to them any right to enforce any of their provisions.

Communications: All correspondence with the lecturers, trainers, consultants, authors or anyone else providing training or Course Material on behalf of BCS must go through BCS.

Assignment: The benefits and obligations conferred by these Terms upon you are personal to you and shall not be assigned, delegated, transferred, sub-contracted or encumbered or otherwise made available or disposed of without the express prior written consent of BCS.

Non-solicitation, engagement and employment
From acceptance of Your order for a restricted period of eighteen months thereafter, You will not (without the prior written consent of BCS) attempt to solicit or entice away from BCS or engage or employ, or procure the engagement or employment of, any person who at the date of Delivery of the Course, to your knowledge, is (or has agreed to be):
(a) an employee or consultant of BCS; or
(b) a customer, supplier, licensor, licensee or collaborative partner of BCS

17. NOTICES

Address for Notices: Notices to BCS should be sent to info@hrowl.co.uk or by registered post to the following address:
BCS, 6 Hawthorn Road, Bollington, Macclesfield, SK10 5JN

Form of Notices and Time of Receipt: Notices to you may be sent to you either by e-mail or to the postal address set out on the Registration Form. Notice will be deemed received twenty-four (24) hours after e-mail is sent or three (3) days after the date of posting.

18. LAW, DISPUTES AND JURISDICTION

These Terms (and all disputes, whether contractual or otherwise, arising out of or in connection with them) are governed by the laws of England and Wales and are subject to the exclusive jurisdiction of the Courts of England and Wales to which jurisdiction the parties hereby irrevocably submit.