Terms And Condition

1 GENERAL TERMS & CONDITIONS

The following terms and conditions (the Terms and Conditions) form the basis of the Agreement between RightTrack Learning Ltd trading as Subscribe to Inclusion and You for the Services.

2 INTERPRETATION

2.1 In this Agreement the following words and expressions shall have the following meanings:

Agreement means the contract for the provision of the Services to You, comprising of the Package, an accompanying proposal (if applicable), the Terms and Conditions, together with any other documents that are expressly incorporated by reference in the foregoing documents.

Business Day means any day from Monday to Friday excluding Saturday and Sunday and any bank or public holidays in the United Kingdom.

Commencement Date means the date that You select and subscribe to the relevant Subscribe to Inclusion Package.

Contract Price means the price payable by You to RightTrack Learning for the Services;

Confidential Information means any and all information, data and material of a technical or business nature or relating in any way to the business, products, services, customers and/or personnel of either party which the other party may receive or obtain in connection with the operation of this Agreement or otherwise and which is expressly identified as confidential or which ought reasonably to be regarded as confidential. For the avoidance of doubt, the Training Materials shall be considered Confidential Information of RightTrack Learning;

Data Protection Regulation means all legislation in force in the United Kingdom from time to time relating to data protection and privacy including, but not limited to, the Data Protection Act 2018 and the Data Protection, Privacy and Electronic Communications (Amendment Etc.) (EU Exit) Regulations 2019, and any successor legislation relating to data protection and privacy;

Delegates means Employees who are expressly enlisted by You to participate in, amongst other things: training sessions; coaching; consultancy; engaging in written or video resources; and/or courses, forming part of the Services;

Employees means your employees who are engaged by you under a contract of employment;

Expenses means costs directly related to the design and/or provision of the Services payable by RightTrack Learning to third-parties;

Force Majeure means any event or circumstance beyond the reasonable control of the relevant party (including war, invasion, act of foreign enemy, hostilities whether war be declared or not, civil war or strife, rebellion, strikes, lockout or industrial disputes or actions, pandemics or epidemics, acts of God or acts of Government or prevailing authority);

Intellectual Property Rights means copyright and related rights, patents, know-how, trade secrets, trade marks, trade names, service marks, design rights, rights in inventions, rights in get-up, database rights, chip topography rights, mask works, utility models, domain names and all similar rights and, in each case: (a) whether registered or not; (b) including any applications to protect or register such rights; (c) including all renewals and extensions of such rights or applications; (d) whether vested, contingent or future; and (e) wherever existing;

Package means the online package selected by You from RightTrack Learning’s website, identifying You as the client and setting out (without limitation): the Services; Term; delivery date of the Services; and the Contract Price;

Personal Data means data which relates to a living individual who can be identified from such data and/or from such data and other information which is in the possession of, or is likely to come into the possession of, either party and includes any expression of opinion about the individual and any indication of the intentions of either party or any other person in respect of that individual;

RightTrack Learning means RightTrack Learning Ltd, with company number 02625253 and registered office at Lifford Hall, Tunnel Lane, Kings Norton, Birmingham, B30 3JN; email: enquiries@righttracklearning.com; VAT No. 687 732 190;

Services means the Services to be performed by RightTrack Learning under this Agreement and as more particularly described in the Package;

Term means the duration of this Agreement as defined in accordance with clause 4;

Training Course means the programme delivered by RightTrack Learning in the provision of the Services.  For the avoidance of doubt, the terminology ‘training’ in this Agreement shall also include, without limitation, coaching, webinars, consultancy and/or other services, as more particularly described in the Package;

Training Materials means the online materials and documentation used by RightTrack Learning in the provision of the Services including but not limited to the Training Course and in any marketing or presentation of the Services;

VAT means value added tax and any tax or duty of a similar nature which may from time to time be levied in addition to or in substitution for it; and

You/Your means the client specified in the Package.

2.2 In this Agreement, unless the context requires otherwise:

(a) words importing the masculine gender shall include the feminine gender and neuter and vice versa and words importing the singular number shall include the plural number and vice versa; and

(b) the words including and includes and other similar expressions shall be deemed to be followed by the words without limitation.

2.3 Any reference to a statute shall include any amendment or re-enactment of it for the time being in force, and all instructions, orders, notices, regulations, directions, byelaws, permissions and plans for the time being made, issued or given under it, or deriving validity from it.

2.4 Any agreement, approval, consent, detail, notice, request, requirement, stipulation or other matter to be given, issued or made under this Agreement shall be in writing and signed by the person giving, issuing or making it or that person’s authorised officer or representative.

2.5 No approval or consent required to be obtained from or given by a party hereunder shall be unreasonably withheld or delayed.

3 APPOINTMENT AND ACCEPTANCE

3.1 You hereby appoint RightTrack Learning to carry out the Services for the duration of the Term and RightTrack Learning agrees to carry out the Services, subject to and in accordance with the Terms and Conditions.

3.2 Your acceptance of the Package shall be deemed to be acceptance by You of the terms of the Agreement.  For the avoidance of doubt, the Package is incorporated in to and forms part of this Agreement.  This Agreement shall become fully effective and binding on You from the Commencement Date.

4 TERM

4.1 This Agreement shall commence on the Commencement Date and continue for an initial period of 12 (twelve) calendar months (Initial Renewal Date), unless this Agreement is terminated earlier in accordance with clause 4.2 or 7 below. All hours allocated to You as part of the Services must be used within the Term. Your failure to do so shall not entitle You to, amongst other things, roll over any unused hours to the next 12-month Term or seek a refund, discount or otherwise in respect of the Contract Price.

4.2 This Agreement will renew automatically for a further period of 12 (twelve) calendar months at the end of the Initial Renewal Date, and RightTrack Learning shall take full payment of the new Contract Price at that time, using the same payment details You provided on the Commencement Date, unless You cancel the ‘auto-renew’ provision in RightTrack Learning’s online portal, before the Initial Renewal Date.

4.3 This Agreement shall continue to automatically renew on each and every anniversary of this Agreement thereafter unless and until You cancel the ‘auto-renew’ provision in RightTrack Learning’s online portal, at least 2 (two) months before the end of the relevant 12-month Term in question.

4.4 If You terminate this Agreement in accordance with either clause 4.2 or 4.3, the remaining hours allocated under the Services to be provided, shall remain active until the end of the relevant 12-month Term in question.

4.5 Subject to the matters stated above, any renewal of the Term of this Agreement shall be subject to the same terms of this Agreement.

5 PERFORMANCE OF SERVICES

5.1 In performing the Services, RightTrack Learning shall use reasonable care and skill.

5.2 Services shall be delivered through an online link that RightTrack Learning shall provide to You.

5.3  The setting and management of Training Course dates is Your sole responsibility. RightTrack Learning reserves the right to change the trainer selected for the Training Course and/or the Training Course dates.

The scope of the Services as specified in the Package, will only change if You later select a different Package, at which point the hours allocated to You for the provision of the Services concerned and the features available to You, will be changed immediately to the new Package and the Commencement Date for the new Package will be updated accordingly.

At all times and in all circumstances, You accept and undertake that a maximum of: 15 (fifteen) Delegates may attend each workshop or Training Course; 1,000 (one thousand) Delegates may attend each webinar; 3 (three) Delegates may attend a Consultancy meeting; 1 (one) Delegate may attend coaching. RightTrack Learning reserves the right to stop and permanently cancel (without any refund of the Contract Price to You) any workshop, Training Course or webinar, if these numbers are exceeded. Whilst there is no minimum number of Delegates, all workshop, Training Course or webinar are designed for groups of 3 Delegates or more.

Only Delegates may attend any workshop, Training Course or webinar. You shall ensure that no one outside of the Delegates shall attend any workshop, Training Course or webinar.

RightTrack Learning does not accept verbal abuse or disrespectful language from any Delegates during workshop, Training Course or webinar session(s).

Any breach of clause 5.7 shall entitle RightTrack Learning to (without prejudice to all and any other remedies it may be entitled to): suspend the workshop, Training Course or webinar session(s) concerned; or immediately terminate this Agreement, without any refund to You.

All workshops requiring the use of actors are subject to actor availability. Within three (3) Business Days of receipt of a booking request for such a workshop, RightTrack Learning shall notify You if it is unable to secure the necessary actors. You shall not make or rely upon any binding arrangements in relation to the workshop during this three (3) Business Day period. If You do not receive such notification within three (3) Business Days, the workshop shall be deemed confirmed

The number of hours of Services You utilise, shall be deducted from the total number of hours allocated to You as part of the Services designated as part of Your Package. For example, without limitation, 1 hour of coaching is a one hour deduction; a 3 hour workshop is a deduction of 3 hours; a 3 hour workshop with a facilitator and 2 actors, will result in a deduction of 9 hours.

6 NON-CANCELLATION AND SUSPENSION

6.1 Once You have agreed and accepted the Package, You shall not be entitled to cancel the provision of the Services nor will You be entitled to any deduction, discount, refund or otherwise.

6.2 If RightTrack Learning is unable to deliver the Services on a specific day due to illness of the originally designated trainer delivering the Services, RightTrack Learning will make reasonable efforts to arrange for a suitable replacement to deliver the Services as planned. If this is not possible or if, for continuity, You prefer to wait for the originally designated trainer to return to work from illness, RightTrack Learning will permit You to postpone the delivery, without losing any hours allocated for the provision of the Services concerned, and to rebook as agreed with RightTrack Learning.

6.3 Any workshop to be delivered as part of the Services, may be cancelled by You by selecting the cancel option in RightTrack Learning’s online portal, by no later than 4 (four) weeks before the agreed date of that workshop. In this event, the allocated hours for the workshop in question will be reinstated and may be used by You on another date. Any cancellation(s) that are not in accordance with the above shall result in the loss of the relevant hours for the workshop(s) concerned, without any refund, deduction or otherwise to You.

6.4 All of: (a) RightTrack Learning’s rights; and (b) the obligations on You, under this clause 6, shall survive any termination of this Agreement.

7 TERMINATION FOR INSOLVENCY OR BREACH

7.1 Either party (the Non-Defaulting party) may, by written notice to the other party, (the Defaulting party) terminate this Agreement with immediate effect if:

7.1.1 an administration order with respect to the Defaulting party or any composition in satisfaction of the debts of, or a scheme or arrangement of the affairs of, the Defaulting party or the Defaulting party undergoes any comparable procedure under the laws of any competent jurisdiction; or

7.1.2 the Defaulting party enters into liquidation while solvent or is declared insolvent or bankrupt or makes an assignment or other arrangement for the benefit of its creditors or has an administration receiver appointed to it or has a receiver or manager of its assets or a material part thereof appointed, or undergoes any comparable procedure under the laws of any competent jurisdiction; or

7.1.3 the Defaulting party commits a material breach of any of the provisions of this Agreement and, if the breach is capable of remedy, such breach has not been remedied within fourteen (14) days after receipt by the Defaulting party of notice from the Non-Defaulting party requiring such remedy.

8 CONSEQUENCES OF TERMINATION

8.1 RightTrack Learning shall cease to perform the Services under this Agreement on the date specified in the notice of termination pursuant to clause 7.1.

8.2 In the event that RightTrack Learning terminates this Agreement pursuant to clause 7.1 above, RightTrack Learning shall be entitled to retain the Contract Price and any Expenses in full, without any deduction, discount, refund or otherwise.

8.3 Any termination of this Agreement shall be without prejudice to any rights accrued in favour of either party in respect of any breach committed prior to the effective date of such termination by the other party including the breach, if any, giving rise to the termination.

8.4 All of: (a) RightTrack Learning’s rights; and (b) the obligations on You, under this clause 8, shall survive any termination of this Agreement.

9 PAYMENT

9.1 All prices quoted by RightTrack Learning are exclusive of VAT and the Contract Price shall be such price plus VAT (where applicable).

9.2  100% (one hundred per cent) of the Contract Price shall be payable by You at the Commencement Date.

9.4 Without prejudice to any and all other rights accrued in favour of RightTrack Learning, any sums that remain unpaid following the periods set out in Clause 9.4 shall incur daily interest under the Late Payment of Commercial Debts (Interest) Act 1998, until full and cleared payment is received by RightTrack Learning.

9.5 All of: (a) RightTrack Learning’s rights; and (b) the obligations on You, under this clause 9, shall survive any termination of this Agreement.

10 CONFIDENTIALITY AND DATA PROTECTION

10.1 Except as provided for herein, neither party shall during the term of this Agreement or thereafter disclose to any third-party Confidential Information of the other party which has been disclosed between the parties under or in connection with this Agreement without the prior written consent of the other party.

10.2 Each party shall be entitled, but only to the extent necessary, to disclose the whole or part of any Confidential Information:

10.2.1 to its officers, employees, servants, agents, professional advisers only to the extent necessary to perform or enforce any of its rights or obligations under this Agreement subject in each case to the party making the disclosure ensuring that the persons in question keep the same confidential and do not use the same except for the purposes for which the disclosure is made;

10.2.2 to such persons as the other party consents to, in writing, subject to the party making the disclosure ensuring that the person in question keeps the confidentiality and does not use the same except for the purposes for which the disclosure is made;

10.2.3 to the extent that it is required to do so by law or by any public, quasi-governmental, supervisory or regulatory authority or any court or tribunal;

10.2.4 to the extent that the Confidential Information or part thereof was already lawfully in its possession at the time of the disclosure; and/or

10.2.5 to the extent that the Confidential Information has, except as a result of a breach of confidentiality, entered into the public domain at the time of such disclosure.

10.3 Each party shall comply with the provisions of the Data Protection Regulation. In particular each party agrees to comply with the obligations placed on the other party by the Data Protection Regulation, specifically:

10.3.1 to maintain technical and organisation security measures sufficient to comply with at least the obligations imposed on RightTrack Learning by the Data Protection Regulation;

10.3.2 only to process Personal Data for and on behalf of the other party for the purpose of performing and in accordance with this Agreement, to ensure compliance with the Data Protection Regulation;

10.3.3 to allow RightTrack Learning to audit Your compliance with the requirements of this clause 10, on reasonable notice and to provide RightTrack Learning with evidence of Your compliance with the obligations set out in this sub-clause.

10.4 Each party agrees to use all reasonable efforts to assist each other to comply with such obligations as are imposed on them by the Data Protection Regulation. For the avoidance of doubt, this includes the obligation to provide each other with reasonable assistance in complying with any subject access requests served on either of them under the Data Protection Regulation.

10.5 You shall indemnify RightTrack Learning against all and any claims and proceedings and all liability, loss, costs and expenses incurred in connection therewith, made or brought by any person in respect of any loss, damage or distress caused to that person as a result of Your unauthorised and/or unlawful processing or destruction and/or damage to any personal data processed by RightTrack Learning, its employees or agents in their performance of this Agreement.

10.6 You shall, as a data controller (if applicable) and on the request of RightTrack Learning, accept to enter into a data processor agreement with RightTrack Learning, if RightTrack Learning is required to process personal data on Your behalf.

10.7 RightTrack Learning’s Privacy Policy forms part of the Agreement and must be adhered to by You.

10.8 All of: (a) RightTrack Learning’s rights; and (b) the obligations on You, under this clause 10, shall survive any termination of this Agreement.

11 INTELLECTUAL PROPERTY RIGHTS

11.1 RightTrack Learning shall at all times retain all and any of the Intellectual Property Rights in all Training Courses and Training Materials, whether or not originated for the purpose of a specific project ordered by You.

11.2 You undertake, and You undertake to procure that Your Employees and Delegates shall also undertake, that without the prior written permission from RightTrack Learning, You shall not, whether directly or indirectly:

Copy the Training Materials or Training Courses (whether in whole or part);
Sub-licence, loan, transfer, disclose or share with any third party, the Training Courses or Training Materials (whether in whole or part);
Translate, merge, adapt, vary, alter or modify, the whole or any part of the Training Materials or Training Materials, nor permit the Training Materials or Training Courses, or any part of them, to be combined with or become incorporated into, any other materials; and/or
Provide or otherwise make available the Training Materials or Training Courses, whether in whole or in part, in any form to any person without the prior written consent of RightTrack Learning.

Training Courses cannot be recorded under any circumstances.

You grant to RightTrack Learning, a non-exclusive, worldwide, perpetual, royalty-free, irrevocable licence upon completion of provision of the Services to: (i) use, depict and describe the Services and the deliverables from the Services anticipated by the Agreement; (ii) describe RightTrack Learning’s involvement in providing the Services to You; and (iii) use and depict Your name, logo and/or trade mark, solely for the purposes of RightTrack Learning’s marketing and case study activities.

On termination of this Agreement, You must delete any copies You have made of the Training Courses.

All of: (a) RightTrack Learning’s rights; and (b) the obligations on You, under this clause 11, shall survive any termination of this Agreement.

12 INSURANCE AND LIABILITY

12.1 RightTrack Learning shall effect and keep in force a policy or policies of insurance for the Term of this Agreement, in respect of the Services it has agreed to provide.

12.2 You shall be responsible for maintaining adequate insurance to fully and adequately cover Your own legal liability and the liability of the Delegates, in relation to their participation in Training Courses.

12.3 If RightTrack Learning fails to perform the Services with reasonable care and skill, it shall be entitled to perform (as it sees fit and in its sole discretion) any relevant remedial action, at no additional cost to You.

12.4  Subject to clause 12.6, RightTrack Learning’s total liability for any loss or damage caused because of its negligence, omission, breach of this Agreement or in relation to any other matter concerning this Agreement, shall in all circumstances be limited to the total Contract Price that RightTrack Learning has received in full and cleared funds from You. Under no circumstances shall RightTrack Learning be liable to You for any indirect or consequential loss or damage (whether for loss of profit, loss of business, loss of savings, loss of reputation, depletion of goodwill or otherwise), costs, expenses or other claims for consequential compensation, whatsoever and whensoever arising from or in connection with this Agreement including, without limitation, any tribunal claim brought by Employees against You in connection with any matter that forms part of or is presented as part of the Training Courses and/or Training Materials.

12.5 RightTrack Learning shall not be liable for any loss or damage suffered by You that results from Your failure to follow any instructions given by RightTrack Learning.

12.6  Nothing in these Terms and Conditions nor in the Agreement shall limit or exclude RightTrack Learning’s liability for death or personal injury, fraudulent misrepresentation or any other liability that cannot lawfully be excluded or limited.

12.7  Strictly subject to clause 12.4 above, RightTrack Learning shall compensate You against any costs, liability, damages, loss, claims or proceedings arising out of RightTrack Learning’s breach of the Agreement.

12.8 You shall fully indemnify RightTrack Learning against any costs, expenses (including without limitation legal fees), liability, damages, loss, claims or proceedings arising from:

12.8.1    loss or damage to any equipment (including that belonging to any third parties appointed by RightTrack Learning) caused by You, Your agents or Your employees;

12.8.2    any other breach of the Agreement by You.

12.9 All of: (a) RightTrack Learning’s rights; and (b) the obligations on You, under this clause 12, shall survive any termination of this Agreement.

13 EMPLOYMENT ISSUES

1During the course of this Agreement and for a period of twelve (12) months after its termination for any reason, You shall not directly or indirectly either for Your own account or on behalf of any person or other legal entity, solicit or entice away, or attempt to solicit or entice away, from RightTrack Learning, any representative, officer, employee, contractor, agent, member of staff or otherwise, of RightTrack Learning, who at any time prior to such solicitation or enticement, or attempted solicitation or enticement, was engaged, involved or concerned with the management or handling of any matter concerning this Agreement for or on behalf of RightTrack Learning. This clause 13 shall survive any termination of this Agreement.

14 ASSIGNMENT

14.1 You shall not assign any of Your rights and/or obligations under this Agreement, without the prior written consent of RightTrack Learning.  You undertake that RightTrack Learning shall be at full liberty to assign and transfer all and any of its rights and/or obligations under this Agreement, without Your consent. This clause 14 shall survive any termination of this Agreement.

15 FORCE MAJEURE

15.1 Neither party shall be liable for any delay in performing or failure to perform its obligations to the extent that and for so long as the delay or failure results from an event of Force Majeure.

15.2 Either party shall inform the other party immediately if any event of Force Majeure is likely to arise or has already arisen. The informing party shall take reasonable steps to mitigate the effect of the event of Force Majeure.

16 THIRD PARTY RIGHTS

Any person who is not a party to the Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement but this does not affect any right or remedy of a third party which exists or is available apart from this Act.

17 DISPUTES

17.1 In the event of any dispute or difference arising between the parties in connection with this Agreement, senior representatives of the parties shall meet in good faith effort to resolve the dispute without recourse to legal proceedings within thirty (30) days of a written request from either party to the other party. If the dispute or difference is not resolved as a result of such a meeting either party may commence court proceedings.

17.2 Notwithstanding the provisions set out in clause 17.1, nothing shall prevent either party commencing or continuing court proceedings at any time.

17.3 This clause 17, shall survive any termination of this Agreement.

18 ENGLISH JURISDICTION AND LAW

18.1 This Agreement and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales.  The parties irrevocably agree 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, its subject matter or formation (including non-contractual disputes or claims).

18.2 This clause 18, shall survive any termination of this Agreement.

19 WAIVER

The failure by either party to enforce any provision of this Agreement shall not be construed as a waiver of any such provision nor shall it affect the validity of this Agreement or any part thereof. This clause 19 shall survive any termination of this Agreement.

20 NOTICES

Any notice that either party serves on the other party, shall be sufficiently served if it is sent to the other party at its address as set out in the Package, and if delivered:

(i) by hand, it shall be deemed to have been delivered when received at the address set out below;

(ii) by registered or first class post or recorded delivery, it shall be deemed to have been delivered two Business Days after sending;

(iii) by email, it shall be deemed to have been delivered when sent unless the email was sent after 4.30p.m, in which case it shall be deemed to have been delivered at 9.00a.m on the next Business Day (provided that confirmation of successful delivery is obtained).

21 ENTIRE AGREEMENT

This Agreement constitutes the whole agreement between the parties and no reliance will be placed on any oral or written representation made by either party or its employees or agents and any previous agreements or understandings between the parties shall be deemed to have been terminated. Notwithstanding anything to the contrary, You accept and undertake that the Training Courses and Training Materials are not, and are not to be relied upon by You as being, legal advice.

22 VARIATION

No addition or modification of any of the provisions of this Agreement shall be binding upon the parties unless made by a written instrument and signed by a duly authorised representative of each of the parties