Accredited Marketing Limited Terms and Conditions

for Marketing Services and Online Services

1.      Introduction

These terms and conditions govern the provision of services by Accredited Marketing Limited to the Client as identified in the proposal (“Proposal”) in respect of Marketing Services and in respect of our Online Services.

There are specific terms set out below relating to our Marketing Services and to those relating to our Online Services.

Our Marketing Services are available to business clients only.

Our Online Services are available to businesses and consumers.

2.            Interpretation

2.1          Definitions. In these Conditions, the following definitions apply:

Accredited: Accredited Marketing Limited (Accredited Marketing Limited (Company no. 05576833) whose registered office is at 25 Watling Street, Ross on Wye, Herefordshire, HR9 5UF (such term shall also be deemed to include “we”, “us” and, “ourselves” and “our”)

Account: means your individual user account accessible by the Website that can be used to browse certain areas of the Website (accessible only by creating an Account), access Online Services including (but not limited to) the completion of Assessments and maintain your individual CPD record

Assessment: means any assessment(s) that are required to be completed by you in respect of the Online Services;

Act: means the Data Protection Act 1998;

Marketing Charges: the charges payable by the Client for the supply of the Marketing Services as detailed in the Proposal, which are payable in accordance with clause 7.

Cancellation Period: 14 Working Days from receipt of the Order Confirmation.

Commencement Date: has the meaning set out in clause 3.3 in respect of Marketing Services and the meaning set out in clause 14.3 in respect of Online Services.

Conditions: these terms and conditions as amended from time to time.

CPD: Continuing Professional Development

Delegate: the recipient of the Online Services or On-Site Training Services which shall include (but shall not be limited to) any employees of the Employer

Employer: any business or company which has requested Online Services or On-Site Training Services for its employees.

Marketing Contract: the contract between Accredited and the Client for the supply of Marketing Services in accordance with these Conditions and the Proposal, all of which form part of the Marketing Contract

Client: the person or firm who purchases Services from Accredited as identified in the Proposal (such term shall also be deemed to include “you”, “your” and “yourselves” and the Employer and Delegate).

Client Materials: any materials belonging to the Client or which the Client has supplied to Accredited and which Accredited is to use in the course of delivering the Marketing Services.

Course Materials: all materials produced by us using the Course Content for the provision of On-Site Training Services or On-Line Training Services.

Course Content: the information and learning and educational materials whether written or oral contained within the Course Materials including those delivered to the Client as part of the On-site Training Services (but not limited to) any presentations (whether live, audio or not) and literature and which may be deliverable in Modules other materials, text, graphics, trademarks, logos, artwork, computer code, information, communications, images and sounds contained on or available through the Website or in hard copy where On-Site Training Services are provided.

Data Controller: has the same meaning as set out in the Act

Licence: the licence granted pursuant to clause 14.8 by us of Online Materials

Marketing Deliverables: the deliverables set out in the Proposal to be produced by Accredited for the Client in the course of providing the Services (if any).

Guidelines: any guidelines agreed in writing between the Client and Accredited in connection with the Provision of the Services.

Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in confidential information (including know-how and trade secrets), rights in source codes, rights in any audio or audio visual work, rights in any photography work and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.

Marketing Order: the Client’s written or emailed (whichever is applicable) acceptance of the Proposal.

Online Booking Services- the facility to book On-Site Training Services via our Website.

Online Order: an order placed by you on our Website in respect of our Online Services or Online Booking Services.

Online Services: access to Online Training Materials or Online Booking Services

On-Site Training Services: the live delivery of Course Contents at an agreed Venue

Online Training Materials: the Course Materials made available for purchase or delivery via our Website

Online Materials: the Online Training Materials

Online Delivery: access being made available to your Account in respect of Online Services or Online Booking Services following our acceptance of an Online Order

Personal Data: has the same meaning as set out in the Act

Processing: has the same meaning as set out in the Act

Proposal: the written description of the Marketing Services and the Marketing Charges issued by Accredited to the Client.

Marketing Services: the marketing services any other services, carried out by Accredited to produce the Marketing Deliverables or provide the marketing services, as set out in the Proposal and which shall include where relevant the On-Site Training Services.

Marketing Contract: the contract for the supply of the Marketing Services in accordance with clause 3.

Module: a section or step of Course Contents relating to a specific topic of learning

Online Contract: the contract for the supply of the Online Services or Online Booking Services in accordance with clauses 13 and 14

Accredited Materials: all materials, equipment, documents and other property of Accredited.

Regulations: Consumer Contracts Regulations 2013

Services: the Marketing Services, Online Services and the On-Site Training Services

TUPE: Transfer of Undertakings (Protection of Employment) Regulations 2006 (as amended from time to time)

Website: https://www.accreditedmarketing.com

Warranty: the warranty given in respect of the Online Services set out at clause 14.15.3

Working Days: the same meaning as calendar days under the Regulations

2.2          Construction. In these Conditions, the following rules apply:

(i)                a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);

(ii)               a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;

(iii)              any phrase introduced by the terms including, include, in particular or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and

(iv)             a reference to writing or written includes faxes and e-mails.

3.            Basis of Marketing contract

3.1          The Marketing Order constitutes an offer by the Client to purchase Marketing Services in accordance with these Conditions.

3.2          Marketing Services are supplied on a business to business basis and not to consumers.

3.3          The Marketing Order shall only be deemed to be accepted when Accredited issues written acceptance of the Marketing Order at which point and on which date the Marketing Contract shall come into existence (Commencement Date).

3.4          The Marketing Contract constitutes the entire agreement between the parties in respect of the Marketing Services. The Client acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of Accredited which is not set out in the Marketing Contract.

3.5          These Conditions apply to the Marketing Contract to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

3.6          Any Proposal given by Accredited shall not constitute an offer, and is only valid for a period of 30 Working Days from its date of issue and subject to verification by Accredited of any Client Materials to be used in the provision of the Marketing Services.

4.            Supply of Marketing Services

4.1          Subject to the Client complying with its obligations under clause 6 Accredited shall supply the Marketing Services to the Client in accordance with the Proposal in all material respects.

4.2          Accredited shall use all reasonable endeavours to meet any performance dates specified in the Proposal but any such dates shall be estimates only and time shall not be of the essence for performance of the Marketing Services.

4.3          Accredited shall have the right to make any changes to the Marketing Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Marketing Services, and Accredited shall notify the Client in any such event.

4.4          Accredited warrants to the Client that the Marketing Services will be provided using reasonable care and skill.

4.5          The Client agrees that Accredited shall be permitted to act within any Guidelines.

4.6          Accredited will be permitted to alter the Course Content without liability at any time it is considered necessary or to comply with any applicable law or safety requirement.

5.            Terms applicable to specific Marketing Services

Where Accredited supplies Marketing Deliverables as part of any of the Marketing Services, the following terms shall apply:

a)     Delivery of the Marketing Deliverables shall be completed on their arrival at the location agreed in the Proposal;

b)     any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. Accredited shall not be liable for any delay in delivery of the Marketing Deliverables that is caused by a Force Majeure Event or the Client’s failure to provide Accredited with adequate delivery instructions or any other instructions that are relevant to the supply of the Marketing Deliverables;

c)     If Accredited fails to deliver the Marketing Deliverables, its liability shall be limited to the costs and expenses incurred by the Client in obtaining replacement Marketing Deliverables of similar description and quality in the cheapest market available, less the price of the Marketing Deliverables. Accredited shall have no liability for any failure to deliver the Marketing Deliverables to the extent that such failure is caused by a Force Majeure Event or the Client’s failure to provide Accredited with adequate delivery instructions or any other instructions that are relevant to the supply of the Marketing Deliverables;

d)     If the Client  fails to accept delivery of the Marketing Deliverables within three Working Days of Accredited notifying the Client  that the Marketing  Deliverables are ready, then, except where such failure or delay is caused by a Force Majeure Event or Accredited’s failure to comply with its obligations under the Contract:

(i)     delivery of the Marketing Deliverables shall be deemed to have been completed at 9.00 am on the third Business Day after the day on which Accredited notified the Client  that the Marketing Deliverables were ready; and

(ii)    Accredited shall store the Marketing Deliverables until delivery takes place, and charge the Client for all related costs and expenses (including insurance).

(e)       If 10 Working Days after the day on which Accredited notified the Client that the Marketing Deliverables were ready for delivery the Client has not accepted delivery of them, Accredited may resell or otherwise dispose of part or all of the Marketing Deliverables and, after deducting reasonable storage and selling costs, account to the Client for any excess over the price of the Marketing Deliverables or charge the Client  for any shortfall below the price of the Marketing Deliverables.

(f)            The Client  shall not be entitled to reject the Marketing Deliverables if Accredited delivers up to and including 5% more or less than the quantity of Marketing Deliverables ordered, but a pro rata adjustment shall be made to the Order invoice on receipt of notice from the Client  that the wrong quantity of  Marketing Deliverables was delivered.

(g)         Accredited may deliver the Marketing Deliverables by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate Contract. Any delay in delivery or defect in an instalment shall not entitle the Client to cancel any other instalment.

(h)        Accredited warrants that on delivery the Marketing Deliverables shall:

(i)         conform with their description and any applicable Specification;

(ii)       be free from material defects in design, material and workmanship;

(iii)       be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and

(iv)       be fit for any purpose held out by the Client.

(i)        The risk in the Marketing Deliverables shall pass to the Client on completion of delivery.

(j)        Title to the Marketing Deliverables shall not pass to the Client until Accredited has received payment in full (in cash or cleared funds) for:

(i)        the Marketing Deliverables; and

(ii)        any other Marketing Deliverables or Services that Accredited has supplied to the Client in respect of which payment has become due.

(k)           Until title to the Marketing Deliverables has passed to the Client, the Client shall:

(i)              hold the Marketing Deliverables on a fiduciary basis as the Accredited’s bailee;

(ii)            store the Marketing Deliverables separately from all other Marketing Deliverables held by the Client so that they remain readily identifiable as Accredited’s property;

(iii)           not remove, deface or obscure any identifying mark or packaging on or relating to the Marketing Deliverables;

(iv)           maintain the Marketing Deliverables in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;

(v)            notify Accredited immediately if it becomes subject to any of the events listed in clause 11.1 (b); and

(vi)           give Accredited such information relating to the Marketing Deliverables as Accredited may require from time to time,

but The Client may resell or use the Marketing Deliverables in the ordinary course of its business.

(l)             If before title to the Marketing Deliverables passes to the Client the Client becomes subject to any of the events listed in clause 11.1 (b) , or Accredited reasonably believes that any such event is about to happen and notifies the Client accordingly, then, provided that the Marketing Deliverables have not been resold, or irrevocably incorporated into another product, and without limiting any other right or remedy Accredited may have, Accredited may at any time require the Client to deliver up the Marketing Deliverables and, if the Client fails to do so promptly, enter any premises of the Client or of any third party where the Marketing Deliverables are stored in order to recover them.

(m)        Where the Marketing Deliverables include data bases the database programme, design and software shall at all times remain within the ownership of Accredited.

6.        Client’s obligations and warranties in respect of the Marketing Services

6.1          The Client shall:

(i)         ensure that the terms of the Marketing Order and any information it has provided which has been reflected in the Proposal is complete and accurate in all material respects;

(ii)        co-operate with Accredited in all matters relating to the Marketing Services;

(iii)       provide Accredited, its employees, agents, consultants and subcontractors, with access to the Client’s premises, office accommodation and other facilities as reasonably required by Accredited to provide the Marketing Services;

(iv)       provide Accredited with such information and materials as Accredited may reasonably require in order to supply the Marketing Services and ensure that such information is accurate in all material respects which shall include (but shall not be limited to) the approval of Marketing Materials supplied in proof form on an immediate basis;

(v)        obtain and maintain all necessary licences, permissions and consents including (but not limited to) regulatory consents which may be required before the date on which the Marketing Services are to start or during the provision of the Marketing Services whether in connection with the Marketing Services or the persons present in respect of the same which shall include those required for any Client Materials and Marketing Deliverables;

(vi)       ensure that any Personal Data within any Client Materials is used and disclosed in accordance with the Act to enable Accredited to carry out the Marketing Services;

(vii)      supply and comply with any relevant Guidelines requested by Accredited to enable it to carry out the Marketing Services

(viii)     in respect of any in house Venue to ensure that all health and safety requirements are complied with and that appropriate information technology and communication equipment is available to enable the delivery of any Course Content

6.2          The Client warrants that:

(i)              it is registered under the Act and that has provided the Accredited with its registration number and copy of its current registration certificate;

(ii)            it will continue to maintain its annual notification required under the Act;

(iii)           it will comply with the terms of  the Act when acquiring, using and Processing any Personal Data which it requires Accredited to use during the provision of the Marketing Services;

(iv)           it has obtained all necessary licences, permissions and consents including (but not limited to) regulatory consents which may be required before the date on which the Marketing Services are to start or during the provision of the Marketing Services whether in connection with the Marketing Services or the persons present in respect of the same which shall include those required for any Client Materials and Marketing Deliverables

6.3          The Client acknowledges that for the purposes of the Act and all other applicable laws, enactments, regulations, orders, standards and other similar instruments the Client will be the Data Controller of and solely responsible for all Personal Data that is provided to Accredited and then used, acquired and Processed through the Marketing Services.

6.4          The Client guarantees and warrants to Accredited that:

a)         TUPE does not apply to the Marketing Contract as part of any service provision change or outsourcing; and

b)        No employee of the Client has been or will be made redundant or otherwise have their contract of employment terminated as a result of the Marketing Contract.

6.5          In the event that Client is in breach of condition 6.4 or in any other circumstance where Accredited experiences liability arising from the Client’s breach of TUPE or other applicable laws or regulations relating to its employees the Client  the same.

6.6          If Accredited’s performance of any of its obligations under the Marketing Contract is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation or where the Client breaches any of its obligations set out at clause 6.1 to 6.5 (Client Default):

a)         Accredited shall without limiting its other rights or remedies have the right to suspend performance of the Marketing Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations to the extent the Client Default prevents or delays Accredited’s performance of any of its obligations;

b)             Accredited shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from Accredited’s failure or delay to perform any of its obligations as set out in clause6.1 to 6.5; and

c)              the Client shall reimburse Accredited on written demand (on a fully indemnity basis)for any costs or losses sustained or incurred by Accredited arising directly or indirectly from the Client Default.

6.7          The Client agrees that it will not (without the previous written consent of Accredited) at any time within twelve months from the date on which the agreement is terminated either solicit or employ directly or indirectly the services of an employee or former employee of Accredited or any firm or company of which such an employee becomes a director, manager, agent or employee during such period.

7          Marketing charges

7.1          The Charges for the Marketing Services shall be as specified in the Proposal.

 7.2         Fees for Venues together with any associated catering secured on behalf of the Client or in the course of delivering the Marketing Services may be subject to change and will be set out in the Proposal.

7.3          Accredited shall invoice the Client as detailed in the Proposal.

7.4          The Client shall pay each invoice submitted by Accredited:

a)                  In accordance with the agreed Marketing Payment Terms set out on the Proposal; and

b)                 in full and in cleared funds to a bank account nominated in writing by Accredited.

7.5          All amounts payable by the Client under the Marketing Contract are exclusive of value added tax or any other chargeable taxes due for the time being (VAT).

7.6          Without limiting any other right or remedy of Accredited, if the Client fails to make any payment due to Accredited under the Marketing Contract by the due date for payment (Due Date), Accredited shall have the right to charge interest on the overdue amount at the rate of 8% per cent per annum above the Santander then current base rate accruing on a daily basis from the Due Date until the date of actual payment of the overdue amount.

7.7          The Client shall not be entitled to assert any credit or set-off against any amounts owing to Accredited.

7.8          If the Client requires any amendment to the Marketing Services as agreed in the Proposal and any specifications in respect of the same. The Client shall be required to give Accredited a minimum of 5 Working Days’ notice of such an amendment. Additional charges may be rendered by Accredited in connection with any additional work, materials and costs incurred by Accredited in connection with the same and such additional charges shall be notified to the Client  prior to the amendment being implemented.

7.9          Additional charges may also be rendered by Accredited in connection with any additional work required in accordance with the provisions of clause 4.3.

7.10       In respect of any Venues which are in-house you are responsible for the costs associated with the use of that Venue together with any associated catering which is to be organised by you if required as we will not make such arrangements on your behalf.

8          Intellectual property rights

8.1          All Intellectual Property Rights in or arising out of or in connection with the Services, (but save for Client Materials), shall be owned by Accredited.

8.2          The Client acknowledges that, in respect of any third party Intellectual Property Rights, the Client’s use of any such Intellectual Property Rights is conditional on Accredited obtaining a written licence from the relevant licensor on such terms as will entitle Accredited to license such rights to the Client. The Client undertakes to act in compliance with any such licence. Client shall indemnify and hold harmless Accredited against all and any losses, costs, damages, liabilities, claims, demands and expenses suffered or incurred by Accredited, including legal expenses reasonably incurred arising out of or connected with breach of the foregoing undertaking.

8.3          Accredited grants the Client a non-exclusive licence to use any Marketing Deliverables (and all Intellectual Property Rights therein) for the purposes as contemplated by the parties under the Marketing Contract. Should the Client require an assignment of any Intellectual Property Rights in the Marketing Deliverables, it shall notify Accredited. The parties shall then discuss the terms on which such an assignment can be granted, subject to the payment of an additional fee to Accredited, the amount of such fee to be agreed between the parties.

8.4          All Course Materials are the exclusive property of Accredited.

8.5          The use of Course Materials is governed by the provisions of clause 13

9          Confidentiality

9.1          Subject to clause 9.2 a party (Receiving Party) shall keep in strict confidence all technical or commercial know-how, proposals, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Receiving Party by the other party (Disclosing Party), its employees, agents or subcontractors, and any other confidential information concerning the Disclosing Party’s business or its products or its services which the Receiving Party may obtain. The Receiving Party shall restrict disclosure of such confidential information to such of its employees, agents or subcontractors as need to know it for the purpose of discharging the Receiving Party’s obligations under the Contract, and shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party. This clause 9 shall survive termination of the Contract.

9.2          The obligations set out at clause 9 shall not apply in respect of any information already within the public domain nor to information which the Receiving Party is required to disclose by law or a court order.

10        Limitation of liability and indemnity in respect of Marketing Services:

10.1        Nothing in these Conditions shall limit or exclude Accredited’s liability for:

a)             death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;

b)             fraud or fraudulent misrepresentation; or

c)              breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

10.2        Subject to clause 10.1 and 10.4:

a)             Accredited shall not be liable to the Client, whether in contract, tort (including negligence), breach of statutory duty, misrepresentation or otherwise, for: any loss of profit; loss of business; depletion of goodwill; corruption or loss of data or information; pure economic loss; or any indirect or consequential loss, damages or expenses howsoever arising under or in connection with the Marketing Contract; and

b)             Accredited’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation (whether innocent or negligent), restitution or otherwise, in respect of claims based on events in any calendar year arising out of or in connection with this Contract shall be limited to the price paid for the Marketing Services to which the claim relates.

10.3       Except as set out in these Conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Marketing Contract.

10.4       In respect of On-Site Training Services, to the extent permitted by law, neither Accredited nor its presenters will be liable by reason of breach of contract, negligence or otherwise for any loss or consequential loss occasioned to any person acting omitting to act or refraining from acting in reliance upon the Course Content  or presentation of the Course Content or a lack of success or positive outcomes from the Marketing Services or, except to the extent that any such loss does not exceed the price of the On-Site Training Services , arising from or connected with any error or omission in the Course Content or presentation of the Course Content or a change in Venue which Delegates are unable to attend as a result of the change.

10.5       The Client shall indemnify and keep indemnified Accredited (on a full indemnity basis) against all actions, claims, losses, expenses and costs (on a full indemnity basis) arsing from and breach by the Client of the terms of the Marketing Contract and any obligations thereunder and those arising from Accredited’s compliance with any Guidelines.

10.6       Subject to clause 10.1 Accredited shall not be liable to the Client in respect of any losses or liability occasioned by Accredited acting in accordance with any Guidelines.

10.7       No warranties or guarantees are given in respect of any described potential outcomes or results of the Marketing Services or Online Services. Such descriptions or potential outcomes or results are entirely dependent upon the performance of you or your Delegates.

10.8        This clause 10 shall survive termination of the Contract.

10.9       Accredited makes no representations as to the accuracy or completeness of any information provided including website directory links or by following any published or suggested link.  Accredited does not represent or endorse the accuracy or reliability of any information’s, content or advertisements contained on, distributed through, or linked, downloaded or accessed from any of the services contained on any suggested websites, nor the quality of any products, information’s or any other material displayed, purchased, or obtained by the Client as a result of an advertisement or any other information’s or offer in or in connection with the services herein.  Accredited will not be liable for:

a)            any errors or omissions in this information nor for the availability of this information. Accredited will not be liable for any losses, injuries, or damages from the display or use of this information.

b)            any external website directories or websites are only suggestions and they had a free listing option at the time of printing and publishing this document.  The Client may need to change the option within the websites as the website often automatically selects a paid option.  It is the Clients’ decision whether they register (or take out further advertising) on any of these websites and Accredited takes no responsibility.

11           Termination of marketing services

11.1        Without limiting its other rights or remedies, each party may terminate the Marketing Contract with immediate effect by giving written notice to the other party if:

                       a)              the other party commits a material breach of the Marketing Contract and (if such a breach is remediable) fails to remedy that breach within 28 Working Days of that party being notified in writing of the breach;

                      b)              the other party is unable to pay its debts as they fall due or enters into compulsory or voluntary liquidation (other than for the purpose of effecting a reconstruction or amalgamation in such manner that the company resulting from the reconstruction or amalgamation if a different legal entity shall agree to be bound by and assume the obligations of the relevant party under the Marketing  Contract) or compounds with or convenes a meeting of its creditors or has a receiver or manager or an administrative receiver or an administrator appointed over any of its assets or ceases for any reason to carry on business or takes or suffers any similar action which in the reasonable opinion of the party giving notice means that the other may be unable to pay its debts, as they fall due; or

c)              the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.

11.2       Without limiting its other rights or remedies, Accredited may terminate the Marketing Contract with immediate effect by giving written notice to the Client if the Client fails to pay any amount due under this Marketing Contract on the due date for payment.

11.3       In respect of Marketing Services which exclude On-Site Training Services and without limiting its other rights or remedies each party may terminate the Marketing Contract concerned on 5 Working Day’s notice.

11.4       In respect of On-Site Training Services which have not been booked using our Online Booking Services without limiting its other rights or remedies:

(a)        each party may terminate the Marketing Contract concerned on 5 Business Days’ notice prior to the date on which the On-Site Services are to be supplied

(b)       Delegates may be substituted for other Delegates employed by the same Employer provided notice is given to us prior to the delivery of the On-Site Training Services.

12           Consequences of termination of marketing services

12.1        On termination of any Marketing Contract (excluding On-Site Training Services) for any reason:

a)     the Client shall immediately pay to Accredited all of Accredited’s outstanding unpaid invoices and any interest due and, in respect of Marketing Services supplied but for which no invoice has been submitted, Accredited shall submit an invoice, which shall be payable by the Client immediately on receipt;

b)     the Client shall return all of Accredited Materials and any Marketing  Deliverables which have not been fully paid for. If the Client fails to do so, then Accredited may enter the Client’s premises and take possession of them. Until they have been returned, the Client shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Marketing Contract;

c)      the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall not be affected, including the right to claim damages in respect of any breach of the Marketing Contract which existed at or before the date of termination or expiry; and

d)     clauses which expressly or by implication have effect after termination shall continue in full force and effect.

e)     If payment has been made in advance any refund will be on a pro rata basis and we will be entitled to deduct from any refund due an amount attributable to the value of any element of the Marketing Services already supplied

12.2       On termination of any On-Site Training Services for any reason we will be entitled to deduct from any refund due an amount attributable to the value of any element of the On-Site Training Services supplied, which would include (but shall not be limited to) any part attendance at a Venue by a Delegate, any administration services provided prior to the On-Site Training Services being supplied and any advance Course Material provided or created for the On-Site Training Services.

13.          Website terms of use

13.1        This clause 13 governs your use of Accredited’s Website. Please read the terms in full before you use the Website. If you do not accept these terms, please do not use this Website. Using the Website implies that you accept these terms. We do occasionally update these terms so please refer back to them in the future.

13.2        You will be able to access the majority of this Website without having to register any details with us. However, particular areas of this Website will only be accessible only if you have registered.

13.3       You are permitted to use our Website for your own purposes and to print and download material from this Website provided that you do not modify any content without our consent. Paid for Material on this website must not be republished online or offline without our written permission. Free Material on this website can be republished online or offline without our written permission as long as you use the social button provided and reference us as the author with a link back to the free material.

13.4       The copyright and other intellectual property rights in all material and Course Materials on this Website are owned by us or our licensors and must not be reproduced without our prior written consent.

13.5       Subject to clause 13.3, no part of this Website may be reproduced without our prior written permission.

13.6        We take all reasonable steps to ensure that this Website is available 24 hours every day, 365 days per year. However, websites do sometimes encounter downtime due to server and, other technical issues. Therefore we will not be liable if this website is unavailable at any time.

13.7        This Website may be temporarily unavailable due to issues such as system failure, maintenance or repair or for reasons beyond our control. Where possible we will try to give our visitors advance warning of maintenance issues but shall not be obliged to do so.

13.8       When using our Website you shall not post or send to or from this Website any material:
(a)           for which you have not obtained all necessary consents;

(b)          that is discriminatory, obscene, pornographic, defamatory, liable to incite racial hatred, in breach of confidentiality or privacy, which may cause annoyance or inconvenience to others, which encourages or constitutes conduct that would be deemed a criminal offence, give rise to a civil liability, or otherwise is contrary to the law in the United Kingdom;

(c)          which is harmful in nature including, and without limitation, computer viruses, Trojan horses, corrupted data, or other potentially harmful software or data.

13.9       Any links to third party websites located on our Website are provided for your convenience only. We have not reviewed each third party website and have no responsibility for such third party websites or their content. We do not endorse the third party websites or make representations about them or any material contained in them. If you choose to access a third party website linked to from this Website, it is at your own risk.

13.10     If you would like to link to our Website, you may only do so on the basis that you link to, but do not replicate, any page on our Website, and subject to the following conditions:

(a)       you do not in any way imply that we are endorsing any services or products unless this has been specifically agreed with us;

(b)       you do not misrepresent your relationship with us or present any false information about us;

(c)       you do not link from a website that is not owned by you; and

(d)       your website does not contain content that is offensive, controversial, infringes any intellectual property rights or other rights of any other person or does not comply in any way with the law in the United Kingdom.

13.11     If you choose to link to our website in breach of clause 13.10 you shall fully indemnify us for any loss or damage suffered as a result of your actions.

13.12     We take all reasonable steps to ensure that the information on this Website is correct at the date on which the information is prepared.. We may make changes to the material on our Website at any time and without notice. The material on our Website may be out of date, or on rare occasions incorrect and we make no commitment to ensure that such material is correct or up to date.

13.13     The material on the Website is provided without any conditions or warranties of any kind. To the maximum extent permitted by law, we provide access and use of this website on the basis that we exclude all representations, warranties and conditions which but for these Terms may have effect in relation to this Website.

13.14     In order to access and use some features or other elements of the Website and Online Services, you will have to create an Account.

13.15     When creating your Account you must provide accurate and complete information.

13.16     By using your Account, you agree to be bound by these Conditions.

13.17     You are fully responsible for all activities that occur under your password and Account. You agree to immediately notify us of any unauthorised use or breach of security.

13.18     We shall not be liable for any loss or damage arising from your failure to comply with clause 13.17. We reserve the right to disable any Account, or any user identification code or password in respect of an Account, if you are in breach of these Conditions.

13.19     We do not promise that the Website, any Course Content, or any service or feature of the Website or Course Content will be error-free or uninterrupted, or that any defects will be corrected, or that your use of the Website or Course Content will provide specific results. The Website and the Course Content are delivered on an “as-is” and “as-available” basis. We cannot ensure that any files or other data you download or stream from the Website will be free of viruses or contamination or destructive features.

13.20     We reserve the right to do any of the following, at any time, without notice: (1) modify, suspend or terminate operation of or access to this Website, or any portion of the Website, for any reason, (2) modify or change the Website, or any portion of the Website and any applicable policies or terms, and (3) interrupt the operation of the Website or Course Content, or any portion of the Website or Course Content, as necessary to perform routine or non-routine maintenance, error correction, or other changes.

13.21     We shall not be liable if you cannot view the Website and Course Content due to firewalls, other hardware or software issues used by you, failure by any technology used by you, or availability, delayed availability or non-availability of your internet connection.  It is your responsibility to ensure that our technology works on your systems.

14           Supply of online Services & Online Booking Services

14.1        The provisions of this clause 14 will apply to any contract between us for the Licence of the Online Materials and supply of Online Services and Online Booking Services from our Website. Please read this clause carefully that you understand them, before ordering any Online Materials, Online Services or using our Online Booking Services from our Website.  Please note that before placing an Online Order you will be asked to agree to these Terms. If you refuse to accept these Terms, you will not be able to order any Online Materials, Online Services or use our Online Booking Services from our Website.

14.2        We amend our Terms from time to time. Every time you wish to use our Online Services or Online Booking Services, please check these Terms to ensure you understand the terms which will apply at that time.

14.3        After you place an Online Order we will confirm our acceptance to you by sending you an e-mail confirming the name of the course, course timing, and location of delivery (Online Confirmation) The Online Contract between us will only be formed when we send you the Online Confirmation.

14.4        The prices of the Online Services or Online Booking Services will be as quoted on our Website at the time you submit your Online Order.

14.5        Prices for our Online Services or Online Booking Services may change from time to time, but changes will not affect any order you have already placed.

14.6        The price of Online Services or Online Booking Services includes VAT (where applicable) at the applicable current rate chargeable in the UK for the time being or such other taxes that may be payable dependent upon the jurisdiction you are purchasing from. However, if the rate of VAT (or other relevant tax) changes between the date of your Order and the date of Online Delivery, we will adjust the VAT (or other relevant tax) you pay, unless you have already paid for the Online Services or Online Booking Services in full before the change in VAT (or other relevant tax) takes effect.

14.7        We license use of the Online Materials to you on the basis of this clause 14. We do not sell the Online Materials to you. We remain the owners of the Online Materials at all times.

14.8        In consideration of payment by you of the agreed price and you agreeing to abide by the terms of this Clause 14, we hereby grant to you a non-exclusive, non-transferable licence to use the Online Materials on the terms of this Licence.

14.9        Save for video material which may only be viewed online when you sign into your account you may:

14.9.1    download, install and use the Online Materials for your personal purposes (if you are a consumer) or your internal business purposes (if you are a business) only:

14.9.2      on one central processing unit (CPU) if the Licence is a single-user licence or the Online Materials is for single use; or

14.9.3      if the Licence is a multi-user or network licence, by the number of concurrent users agreed between you and us;

(a)       provided it is used on only one computer at any one time, transfer the Online Materials from one computer to another;

(b)       provided you comply with the provisions in clause 14.8, make up to 2 copies of the Online Materials for back-up purposes only; and

14.10     Except as expressly set out in these Conditions as permitted by any local law, you undertake:

14.10.1 not to copy the Online Materials  except where such copying is incidental to normal use of the Online Materials, or where it is necessary for the purpose of back-up or operational security;

14.10.2 not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Online Materials;

14.10.3 not to make alterations to, or modifications of, the whole or any part of the Online Materials, nor permit the Online Materials or any part of it to be combined with, or become incorporated in, any other programs;

14.10.4 not to disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the Online Materials nor attempt to do any such thing except to the extent that (by virtue of section 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited because they are essential for the purpose of achieving inter-operability of the Online Materials with another Online Materials program, and provided that the information obtained by you during such activities:

14.10.4.1       is used only for the purpose of achieving inter-operability of the Online Materials with another Online Materials program; and

14.10.4.2       is not unnecessarily disclosed or communicated without our prior written consent to any third party; and

14.10.4.3       is not used to create any Online Materials which is substantially similar to the Online Materials;

14.10.4.4       to keep all copies of the Online Materials secure and to maintain accurate and up-to-date records of the number and locations of all copies of the Online Materials;

14.10.4.5       to supervise and control use of the Online Materials and ensure that the Online Materials is used by your employees and representatives in accordance with the terms of this Licence;

14.10.4.6       to include our copyright notice on all entire and partial copies you make of the Online Materials on any medium; and

14.10.4.7       not to provide or otherwise make available the Online Materials in whole or in part (including but not limited to program listings, object and source program listings, object code and source code), in any form to any person other than your employees without prior written consent from us; and

14.10.4.8       to comply with all applicable technology control or export laws and regulations.

14.11        On receipt of payment for the Online Materials or the Online Booking Services you will receive an email confirming your name of the course, course timing, and location of delivery and if relevant Venue details

14.12        We reserve the right to change Course Content or Venue at any time, without incurring any additional liability to you

14.13     Payment can only be made using PayPal or an authorised credit card at the time of the transaction on our Website.

14.14     Receipts for payment are provided in electronic format.

14.15     CANCELLATION RIGHTS – ONLINE SERVICES.

14.15.1 Our Online Services constitute a supply of digital content not on a tangible medium for the purposes of the Regulations.

14.15.2 Without prejudice to the Warranty by agreeing to these Conditions you consent that each Module of the Online Services will commence when such Module is accessed by you on your Account. Any such access to a Module before the expiry of the Cancellation Period permitted under the Regulations will result in you losing your right to withdraw from the Online Contract in respect of that Module. This means you will not be entitled to a refund in those circumstances in connection with the Module accessed.

14.15.3  Notwithstanding and without prejudice to the provisions of clause 14.15.2 if within the Cancellation Period your are not satisfied with the Online Services after completion of the first Module and you notify us within the Cancellation Period prior to downloading the second Module we will issue you with a full refund within 14 Working Days of such notification. The easiest way to do this is to complete the cancellation form https://accreditedmarketing.com/cancellation-form on our website.

14.15.4  In the event that you exercise the Warranty access to any further Modules will be terminated and the Online Contract between us will be brought to an end.

14.15.5 You will only have the right to cancel the Online Contract if :

(i)              You notify us within Cancellation Period of your intention cancel; AND

(ii)            You have not during the Cancellation Period accessed the Online Services by downloading or viewing all Modules relating to the same

The easiest way to cancel in these circumstances is to complete the cancellation form https://accreditedmarketing.com/cancellation-form on our website.

14.15.6 If you validly exercise your right to cancel the Online Contract within the Cancellation Period we will issue you with a full refund within 14 Working Days

14.15.7 Notwithstanding the provisions of clause 14.15.4 if you have had access to any Module within the Cancellation Period and wish to cancel the Online Contract with regard to access to the remaining Modules then you will have the right to cancel the Online Contract if notify us within Cancellation Period of your intention cancel but in those circumstances we will be entitled to deduct from your refund a reasonable sum attributable to the value of the Modules accessed.  The easiest way to cancel in these circumstances is to complete the cancellation form https://accreditedmarketing.com/cancellation-form on our Website.

14.15.8 There will be no right to cancel the Online Contract after the expiry of the Cancellation Period.

14.15.9 If as part of any Online Services we have been asked to produce tailor made Course Content then you will not be entitled to cancel in those circumstances as the Course Content will be prepared and tailored specific to your requirements.

14.16     CANCELLATION RIGHTS – ON-SITE TRAINING SERVICES BOOKED ONLINE

14.16.1 The terms of this clause 14.16 apply in respect of any bookings made and paid for on our Website in respect of our On-Site Training Services.

14.16.2  Before we begin to provide the On-Site Training Services that you have booked using our Online Booking Services, you have the following rights to cancel the Online Order:

(i)        You may cancel any Online Order for On-Site Training Services within the Cancellation Period provided that the On-Site Training Services are not due to commence on a date within the Cancellation Period ( in which case please see clause 14.16.3).

(ii)       If you cancel an Online Order under clause 14.16.2 (ii) we will provide you with a full refund within 14 Working Days of such cancellation

The easiest way to cancel in these circumstances is to complete the cancellation form https://accreditedmarketing.com/cancellation-form on our Website.

14.16.3 If the On-Site Training Services are to be supplied on a date falling within the Cancellation Period then you acknowledge that by agreeing to these Conditions and placing the Online Order you are requesting sooner performance of the On-Site Training Services before the expiry of your Cancellation Period and acknowledge that as a result you will lose your right to cancel the Online Contract as soon as the On-Site Training Services have been performed.

14.16.4 Notwithstanding the provisions of clause 17.16.3 you will still have the right to cancel the Online Contract during the Cancellation Period but we will be entitled to deduct from any refund due an amount attributable to the value of any element of the On-Site Training Services supplied, which would include (but shall not be limited to) any part attendance at a Venue by a Delegate, any administration services provided prior to the On-Site Training Services being supplied, any advance Course Material provided, any Venue costs associated with losses incurred from pre-bookings and any pre-booked catering, . The easiest way to cancel in these circumstances is to complete the cancellation form https://accreditedmarketing.com/cancellation-form on our Website

14.16.5 If you are a consumer, you may only purchase Online Services and Online Booking Services from our Website if you are at least 18 years old

14.16.6 If you are not a consumer, you confirm that you have authority to bind any business on whose behalf you use our Website to purchase the Online Services and Online Booking Services

15.     Our liability if you are a consumer in respect of the supply of online services to consumers

15.1       If we fail to comply with these Conditions, we are responsible for loss or damage you suffer that is a foreseeable result of our breach of these Terms or our negligence, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if it is an obvious consequence of our breach or if it was contemplated by you and us at the time we entered into this contract. You agree that losses associated with any performance outcomes arising from the Online Services or Online Booking Services are not foreseeable.

15.2       We only supply the Online Materials for private educational use. You agree not to use the product for any commercial, business or resale purposes, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.

15.3        We do not in any way exclude or limit our liability for:

(i)            death or personal injury caused by our negligence;

(ii)           fraud or fraudulent misrepresentation;

(iii)         any breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession);

(iv)         any breach of the terms implied by section 13 to 15 of the Sale of Goods Act 1979 (description, satisfactory quality, fitness for purpose and samples); and

(v)          defective products under the Consumer Protection Act 1987.

15.4       No warranties or guarantees are given in respect of any description of the Online Services and any associated potential outcomes or results in connection with the same. Such descriptions or potential outcomes or results are entirely dependent upon your performance.

16.          Our liability if you are a BUSINESS IN respect of the supply of online services to Businesses

Our liability to businesses is respect of Online Services will be governed by the terms of clause 10 so as to apply equally to Online Services as well as Marketing Services.

17.          Technical support

Email support is available if you are experiencing problems accessing your Account or the Online Services. Requests for support should be sent by email to support@accreditedmarketing.com and we will respond as soon as reasonably practicable.

18           Privacy policy

Our privacy policy is set out in the Schedule below.

19           General

19.1        Force majeure:

a)             For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of Accredited including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of Accredited 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 or internet failure, server crashes or  virus attacks on equipment.

b)             Accredited shall not be liable to the Client as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.

c)              If the Force Majeure Event prevents Accredited from providing any of the Services for more than 4 weeks, Accredited shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Client.

19.2    Assignment and subcontracting: Accredited may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent.

19.3    Waiver: A waiver of any right under the Contract is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy. Severance: If a court or any other competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.

19.4    No partnership: Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.

19.5    Third parties: A person who is not a party to the Contract shall not have any rights under or in connection with it.

19.6 Variation: Except as set out in these Conditions, any variation, including the introduction of any additional terms and conditions, to the Contract, shall only be binding when agreed in writing and signed by Accredited.

19.7    Governing law and jurisdiction: This Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.

19.8    Our Services are supplied in accordance with English law. If you are operating in a different jurisdiction we do not warrant or guarantee that the Services will comply with the laws of that jurisdiction.

19.9    It is your responsibility to ensure compliance with any laws in implementing any of the skills learned through our Services and to ensure that any practices and procedures are compliant with any such relevant laws. We are not liable for any failure by you to do this and you agree to indemnify us against any losses arising from such failure by you.

19.10 CPD- If our Services qualify for CDP points your CPD Certificate will be available:

(a)    In respect of On-Site Training Services either at the Venue by email or post within 7 working days of completion of the On-Site Training Services;

(b)   In respect of Online Services on successful completion by you of all Modules including any Assessment(s) either by email or post within 7 working days (where applicable)

Schedule – Privacy Policy

What information do we collect?

We collect information from you when you register on our site, place an order, subscribe to our newsletter, respond to a survey or fill out a form.

When ordering or registering on our site, as appropriate, you may be asked to enter your: name, e-mail address, mailing address, phone number or Company Name. You may, however, visit our site anonymously.

What do we use your information for?

Any of the information we collect from you may be used in one of the following ways:

To personalize your experience (your information helps us to better respond to your individual needs)

To improve our Website (we continually strive to improve our Website offerings based on the information and feedback we receive from you)

To improve customer service (your information helps us to more effectively respond to your customer service requests and support needs)

To process transactions(Your information, whether public or private, will not be sold, exchanged, transferred, or given to any other company for any reason whatsoever, without your consent, other than for the express purpose of delivering the purchased product or service requested.)

To administer a contest, promotion, survey or other site feature

To send periodic emails(The email address you provide for order processing, may be used to send you information and updates pertaining to your order, in addition to receiving occasional company news, updates, related product or service information, etc.)

Note: If at any time you would like to unsubscribe from receiving future emails, we include detailed unsubscribe instructions at the bottom of each email.

How do we protect your information?

We implement a variety of security measures to maintain the safety of your personal information when you place an order or enter, submit, or access your personal information.

Do we use cookies?

Yes (Cookies are small files that a site or its service provider transfers to your computers hard drive through your Web browser (if you allow) that enables the sites or service providers systems to recognize your browser and capture and remember certain information

We use cookies to compile aggregate data about site traffic and site interaction so that we can offer better site experiences and tools in the future.

Do we disclose any information to outside parties?

We do not sell, trade, or otherwise transfer to outside parties your personally identifiable information. This does not include trusted third parties who assist us in operating our Website, conducting our business, or servicing you, so long as those parties agree to keep this information confidential.

We may also release your information when we believe release is appropriate to comply with the law, enforce our site policies, or protect ours or others rights, property, or safety. However, non-personally identifiable visitor information may be provided to other parties for marketing, advertising, or other uses.

Third party links

Occasionally, at our discretion, we may include or offer third party products or services on our Website. These third party sites have separate and independent privacy policies. We therefore have no responsibility or liability for the content and activities of these linked sites. Nonetheless, we seek to protect the integrity of our site and welcome any feedback about these sites.

Online Privacy Policy Only

This online privacy policy applies only to information collected through our Website and not to information collected offline.

Your Consent

By using our site, you consent to our Website’s privacy policy.

Changes to our Privacy Policy

If we decide to change our privacy policy, we will post those changes on this page.

Contacting Us

If there are any questions regarding this privacy policy you may contact us using the information below.

www.accreditedmarketing.com 25 Watling Street, Ross-on-Wye, Herefordshire HR9 5UF
United Kingdom contactus@accreditedmarketing.com  +44 (0) 1989 762243