These terms and conditions (together with the policies referred to in it) (the “Training Course Terms“) tell you the terms and conditions on which we provide our training service (the “Service“) through the UCAN Platform available on our website www.ucan.co.uk (the “Website“) to you as a Student.
Please read these Training Course Terms carefully as they govern your use of the UCAN Platform and apply to your learning when you enrol on and access a Training Course provided by us. By registering and/or continuing to use the UCAN Platform and enrolling for a Training Course you agree to be bound by these Training Course Terms. If you do not accept these Training Course Terms please do not register to use the UCAN Platform or enrol for a Training Course.
These Training Course Terms tell you who we are, how we provide the Service, how we may change the Service, how you and we may change or end the contract, what to do if there is a problem and other important information.
You represent and warrant that you are able to agree these Training Course Terms on behalf of yourself, any company you work for and/or any person or entity that accesses or uses the UCAN Platform or enrols for a Training Course.
We may vary these Training Course Terms from time to time and shall post such alterations on the Website. If you do not agree to the changes made to these Training Course Terms, then you have the right to stop using the UCAN Platform, and should do so immediately. Your continued use of the UCAN Platform or enrolment on any Training Course after the date the changes have been posted will constitute acceptance of the amended Training Course Terms.
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| 1.1 | In these Consultancy Service Terms, the following definitions apply: “Business Day” means a day (other than a Saturday, Sunday or public holiday) when banks in London, England are open for business. “Fees” means the Training Course fees payable by you or, if applicable, by the SFA in accordance with clause 4. “ILA” means the Individualised Learner Record (ILR) Specification 2013/14 as amended or varied from time to time. “SFA” means the Skills Funding Agency. “Student” means the person who enrols on a Training Course whether they are a student, apprentice or trainee. “Training Course” means any training course which you enrol, sign up to or access on the UCAN Platform. “UCAN Platform” means the Website, any mobile apps we make available to provide the Service, any pages or widgets we operate on third party websites or applications, and the content and services we make available through them via the internet or mobile devices (including smartphones and tablets). “we” or “us” means CSM Consulting Limited, a private limited company registered with company number 04656661 which has its registered address at 18-22 Angel Crescent, Bridgwater, Somerset, TA6 3AL. Our VAT number is 822 0206 84. “you” means you, any company you work for or which has provided you with an apprenticeship and any person that registers, accesses and/or uses the UCAN Platform and includes your personal representatives, successors or permitted assigns. |
| 1.2 | In these Training Course Terms, a “person” includes a natural person, corporate or unincorporated body (whether or not having separate legal personality). |
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| 2.1 | The UCAN Platform is designed to enable Students to enrol for Training Courses. |
| 2.2 | We make no warranty that the UCAN Platform will provide an uninterrupted service or be error free, or that any defects will be corrected. While we take steps to prevent misuse of our systems, we cannot warrant that the UCAN Platform will be free of viruses or other malicious code and accept no liability for loss or damage caused from the transmission of such code. We recommend that you always use up-to-date firewalls and anti-malware software to protect your equipment and data. |
| 2.3 | We may update the UCAN Platform from time to time, and may change the content on our UCAN Platform at any time. However, please note that any of the content on our Website or mobile application software may be out of date at any given time, and we are under no obligation to update it. |
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| 3.1 | You shall:
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| 3.2 | You agree that you are fully responsible and liable for the actions of any persons who access the UCAN Platform on your behalf. | ||||||||
| 3.3 | You consent to information about the device you use to access the UCAN Platform being collected and processed for fraud prevention purposes and you acknowledge that we may use third parties (and information they provide) to help us prevent fraud or unauthorised access to the UCAN Platform. |
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| 4.1 | Unless you are eligible to have the Fees paid on your behalf by the SFA, you agree to pay the Fees for the relevant Training Course set out on the UCAN Platform. | ||||
| 4.2 | If you do not pay directly via the UCAN Platform and you would prefer for us to send an invoice you will need to contact us in order that we can invoice you for the Fees and you shall pay each invoice submitted by us:
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| 4.3 | All Fees payable by you are exclusive of amounts in respect of value added tax chargeable for the time being (“VAT“). You shall pay to us such additional amounts in respect of VAT as are chargeable on the supply of the Service at the same time as payment is due for the supply of the Services. | ||||
| 4.4 | If you fail to make any payment of the Fees due to us by the due date for payment, then:
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| 4.5 | You shall pay all Fees due in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). |
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We each undertake during and after termination of these Training Course Terms (however they shall end) not to disclose or exploit in any way any confidential information concerning each other’s affairs and or businesses and the provisions of these Training Course Terms. |
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You acknowledge that all present and future copyright and other intellectual property rights subsisting in, or used in connection with, the UCAN Platform (the “Intellectual Property“), including the manner in which the UCAN Platform is presented or appears and all information and documentation relating to it, is our property (or that of our licensors), and nothing in these Training Course Terms shall be taken to transfer any of the Intellectual Property to you. |
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| 7.1 | Nothing in these Training Course Terms shall limit or exclude our liability for fraud or fraudulent misrepresentation. | ||||
| 7.2 | If you are dissatisfied with the Service or UCAN Platform, your only remedy under these Training Course Terms shall be to discontinue your use of the UCAN Platform. Without limiting the preceding sentence, we shall have no liability for any failure or delay resulting from any matter beyond our reasonable control. | ||||
| 7.3 | Subject to clause 7.1:
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| 8.1 | If any provision of these Training Course Terms is declared by any relevant competent authority to be unenforceable (or indications of this are made by any such authority), you agree to discuss with us amending that provision in a reasonable manner so that it achieves the purpose of these Training Course Terms without illegality. If we agree that the effect of any declaration is to defeat the original intention of these Training Course Terms, either of us may terminate these Training Course Terms in writing. | ||||||
| 8.2 | Either party may terminate these Training Course Terms with immediate effect by giving written notice to the other party if:
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| 8.3 | Without limiting our other rights or remedies:
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| 8.4 | Termination of these Training Course Terms does not affect your ongoing obligation to pay the Fees for any Clients we introduce to you prior to the date of termination. Training Course Terms 2 to 7 and 8.5 to 10.7 shall survive the termination of these Training Course Terms and:
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| 9.1 | For the purposes of these Training Course Terms, “Force Majeure Event” means an event beyond our reasonable control including but not limited to strikes, lock-outs or other industrial disputes (whether involving our workforce or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors. |
| 9.2 | We shall not be liable to you as a result of any delay or failure to perform our obligations under these Training Course Terms as a result of a Force Majeure Event. If a Force Majeure Event prevents us from providing the Service then we shall, without limiting our other rights or remedies, have the right to terminate these Training Course Terms and our Service immediately by giving written notice to you. |
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| 10.1 | Assignment and other dealings |
We may at any time assign, transfer, subcontract or deal in any other manner with all or any our rights under these Training Course Terms and may subcontract or delegate in any manner any or all of our obligations under these Training Course Terms to any third party or agent. You shall not, without our prior written consent, assign, transfer, subcontract, or deal in any other manner with any or all of your rights or obligations under these Training Course Terms. | |
| 10.2 | Notices |
Any notice or other communication given to a party under or in connection with these Training Course Terms shall be in writing, addressed to that party at its registered office (if it is a company) and shall be delivered personally or sent by recorded delivery service or commercial courier. | |
| 10.3 | Severance |
If any provision or part-provision of these Training Course Terms is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of these Training Course Terms. | |
| 10.4 | Waiver |
No failure or delay by either of us to exercise any right or remedy provided under these Training Course Terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy. | |
| 10.5 | No partnership or agency |
Nothing in these Training Course Terms is intended to, or shall be deemed to, establish any partnership or joint venture between us, nor constitute either of us the agent of the other for any purpose. Neither of us shall have authority to act as agent for, or to bind, the other party in any way. | |
| 10.6 | Third parties |
A person who is not a party to these Training Course Terms shall not have any rights to enforce its terms. | |
| 10.7 | Governing law and jurisdiction |
These Training Course Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales and each of us 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 these Training Course Terms. |
