Training terms and conditions

Cornwall Insight Australia Pty Ltd
Training – Terms and Conditions
The terms and conditions below apply to all external training carried out by Cornwall Insight (in-house training is governed by our standard consultancy terms and conditions). If you have any queries or concerns, please contact our Training Coordinator before placing your order.
1.INTERPRETATION
1.1 Definitions:
ACL : the Australian Consumer Law Schedule of the Competition and Consumer Act 2010 (Cth) and its associated Regulations as amended from time to time. Agreed Purposes:
the supply of the Services by Cornwall Insight to the Client (including the Delegate) in accordance with these Conditions.
Business Day : a day other than a Saturday, Sunday or public holiday in Victoria, Australia when banks in London are open for business.
Client : the person, firm or company who purchases the Services from Cornwall Insight. The Client and the Delegate may be the
same person.
Commencement Date : has the meaning set out in clause 2.2.
Conditions : these terms and conditions as amended from time to time in accordance with clause 9.4
Contract : the contract between Cornwall Insight and the Client for the supply of Services in accordance with these Conditions.
Course Date: the date of any Course as advertised by Cornwall Insight.
Course Fee: the course fee payable in accordance with clause 4.
Cornwall Insight : Cornwall Insight Australia Pty Ltd CAN 633 120 224.
Corporations Act: Corporations Act 2001 (Cth)
Course: the course or courses upon which the Client has booked the Delegate(s) in accordance with these Conditions.
Course Venue: the venue where a Course takes place, as advertised by Cornwall Insight prior to the Course.
Data Protection Legislation: all applicable statutes, laws, secondary.
Delegate : the person attending one of Cornwall Insight’s Courses and, where the context permits, the Client.
GST: the goods and services tax under the GST law as that term is defined in A New Tax System (Goods and Services Tax) Act 1999 (Cth) and its associated Regulations as amended from time to time.
Intellectual Property Rights : patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), improvements, modifications derivations and discoveries in or related to Cornwall Insight’s business and services and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Permitted Recipients: the parties to this Contract, the Delegate(s), the employees of each party and any third parties engaged to perform obligations in connection with this Contract. Personal Information: information or an opinion about an identified individual, or an individual who is reasonably identifiable:
(a)whether the information or opinion is true or not; and
(b)whether the information or opinion is recorded in a material form or not.
Privacy Laws: thePrivacy Act 1988 (Cth)and the AustralianPrivacy Principles (as contained in thePrivacy Act 1988 (Cth)).
Processing or process: has the meaning given to it in the Data Protection Legislation.
Services : the training services supplied by Cornwall Insight to the Client (including the Delegate) as set out in these Conditions.
Shared Personal Data: the Personal Data to be shared between the parties under this Contract.
Supervisory Authority: has the meaning given to it in the Data Protection Legislation.
1.2 Interpretation:
(a) A reference to a statute or statutory provision is a reference to it 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.
(b)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.
(c) A reference to writing or written includes email.
(d) Headings are for convenience only and do not affect the interpretation of this Agreement.
(e)The singular includes the plural and vice versa.
(f) Words that are gender neutral or gender specific include each gender.
(g) Where a word or phrase is given a particular meaning, other parts of speech and grammatical forms of that word or phrase have corresponding meanings.
(h) No rule of construction applies to the disadvantage of a Party because that Party was responsible for the preparation of this Agreement or any part of it.
2. COMMENCEMENT AND BASIS OF CONTRACT
2.1
Completing and sending an order form constitutes an offer by the Client to purchase Services in accordance with these Conditions.
2.2
The offer shall only be deemed to be accepted when Cornwall Insight issues written acceptance via an order acknowledgment form at which point and on which date the Contract shall come into
existence ( Commencement Date).
2.3
Any samples, drawings, descriptive matter or advertising issued by Cornwall Insight, including any discussions (whether in writing or otherwise) prior to the Course are made for the sole purpose of giving an approximate idea of the content of the Course. They shall not form part of the Contract nor have any contractual force.
2.4
These Conditions apply to the 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, including in particular any terms which the Client seeks to impose in any purchase order or similar.
2.5
The Delegate and the Client shall be jointly and severally liable for payment of the Course Fee.
2.6
Unless Cornwall Insight has been given written confirmation of any organisational restrictions affecting the Client, the individual making the booking will be deemed to have authority on behalf of the Client and the Delegate to enter into the Contract.
2.7
Upon making the booking (either on the order form or otherwise), the Client shall provide the name, e-mail address and telephone number of the Delegate(s) who shall be attending the Course. The Client shall confirm if it wants Cornwall Insight to contact the Delegate directly about the Course.
3. SUPPLY OF TRAINING SERVICES
3.1
Cornwall Insight warrants to the Client that the Courses will be provided and delivered using reasonable care and skill.
3.2
Cornwall Insight shall have the right to make any changes to the Courses which are necessary to comply with any applicable law or regulatory requirement, or which do not materially affect the nature or quality of the Courses.
4. CHARGES, PAYMENT AND SECURING BOOKINGS
4.1
Cornwall Insight shall submit an invoice for the course fee upon a Delegate’s place being booked on a Course ( Course Fee).
4.2
The Client shall pay each invoice submitted by Cornwall Insight:
(a) within 30 days of the date of the invoice; and
(b) in full and in cleared funds to a bank account nominated in writing by Cornwall Insight, and time for payment shall be of the essence of the Contract.
4.3
All amounts payable by the Client are exclusive of GST. Where any taxable supply for GST purposes is made under the Contract by Cornwall Insight to the Client, the Client shall, on receipt of a valid tax invoice from Cornwall Insight, pay to Cornwall Insight such additional amounts in respect of GST as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.
4.4
If the Client fails to make any payment due to Cornwall Insight by the due date for payment, then the Client shall pay interest on the overdue amount at the rate of 2% per cent per annum the rate fixed by the Penalty Interest Rates Act 1983. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Client shall pay the interest together with the overdue amount.
4.5
The Client shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). Cornwall Insight may at any time, without limiting its other rights or remedies, set off any amount owing to it by the Client against any amount payable by Cornwall Insight to the Client.
4.6
The Delegate’s place on the Course will only be secured if the Course Fee is paid to Cornwall Insight either within 30 days of invoice or 30 days of the Course Date (whichever is the sooner). If the Course Fee is not paid by this time, Cornwall Insight reserves the right to refuse the Delegate access to the Course and/or the Course Venue.
4.7
Where applicable, Cornwall Insight shall use reasonable endeavours to give the Client and/or the Delegate(s) (as applicable) as much notice of the Course Venue as reasonably possible but in any event the Course Venue will be confirmed to the Client and/or the Delegate(s) (as applicable) no later than 30 days before a scheduled Course Date.
5. CANCELLATION AND REFUND POLICY
5.1
All cancellation requests must be sent to training@cornwallenergy.com and state the course name, date and reference number, if applicable.
5.2
For bookings cancelled at least 10 Business Days before the Course Date, Cornwall Insight shall refund the Course Fee in full.
5.3
For bookings cancelled between 10 Business Days and 2 Business Days before the Course Date, the Course Fee remains payable in full but the Client shall be given a credit of the Course Fee towards any other Course or Courses which must be taken within 12 months of the credit being issued, otherwise the credit shall expire.
5.4
For bookings cancelled less than 2 Business Days before the Course Date, the Course Fee is payable in full.
5.5
Cornwall Insight may cancel or reschedule a Course or change a Course Venue at any time prior to the Course and for any reason. In these circumstances, Cornwall Insight’s liability shall be limited to a refund of the Course Fee in full or (if applicable) the placement of the Delegate on a rescheduled Course (at the option of the Client) save that, in the event of a Course Venue change or Course reschedule being notified to the Client and/or the Delegate at least 21 days before the Course Date, Cornwall Insight may instead offer a credit for the full Course Fee in accordance with clause 5.3 if the Delegate cannot attend such rescheduled Course.
6. INTELLECTUAL PROPERTY RIGHTS
All Intellectual Property Rights in or arising out of or in connection with any Courses shall be owned by Cornwall Insight. The Courses and information provided therein is for the sole use of the Delegate and may not be copied or further distributed without Cornwall Insight’s written consent.
7. DATA PROTECTION
7.1
Each party shall comply with all the obligations imposed of the party under the Privacy Laws. This clause is in addition to and does not relieve, remove, or replace, a party’s obligations under the Privacy Laws.
7.2
Without prejudice to the generality of clause
7.1
Cornwall Insight shall, in relation to any Personal Information processed in connection with the performance by Cornwall Insight of the its obligation under the Contract:
(a) only collect, use and disclose Personal Information strictly for the purpose for which that Personal Information was disclosed to it;
(b) unless otherwise instructed by the Client, only store Personal Information for the period necessary to fulfil that purpose and must destroy that information when it is no longer required and upon request from the Client;
(c) comply with any of the Client’s reasonable requests or directions in respect of the Personal Information;
(d) protect Personal Information it holds from misuse, interference and loss, as well as maintain/implement systems and processes to ensure the security of personal information;
(e) reasonably assist the Client to resolve any request for access, correction or a complaint in relation to Personal Information;
(f) promptly notify the Client if it is aware of any misuse, interference, loss, unauthorised access, modification or disclosure of Personal Information by itself or its personnel; and
(g) only disclose Personal Information to others in compliance with these requirements after obtaining the Client’s consent.
7.3
The Client shall indemnify Cornwall Insight against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by Cornwall Insight arising out of or in connection with the breach of the Privacy Laws or this clause 7 by the Client, its employees, agents or sub-contractors.
8. LIMITATION OF LIABILITY
8.1
Except as the Conditions specifically state, or as contained in any express warranty provided in relation to the Services, the Contract does not include by implication any other term, condition or warranty in respect of the quality, acceptability, fitness for purpose, description or performance of the Services or any contractual remedy for their failure.
8.2
If the Client is a consumer (within the meaning of the ACL) nothing in these Conditions restricts, limits or modifies the Client’s rights or remedies against Cornwall Insight for failure of a statutory
guarantee under the ACL.
8.3
If clause 8.2 does not apply, then other than as stated in these Conditions or any written warranty statement in the Engagement Letter, Cornwall Insight is not liable to the Client in any way arising under or in connection with the sale, use of, or any other dealings with the Services by the Client or any third party.
8.4
Nothing in the Contract shall limit or exclude Cornwall Insight’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.
8.5
Subject to clause
8.4
Cornwall Insight shall not be liable to the Client or the Delegate or any third party, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
(a) loss of profits;
(b) loss of sales or business;
(c) loss of agreements or contracts;
(d) loss of anticipated savings;
(e) loss of use or corruption of software, data or information;
(f) loss of damage to goodwill; and
(g) any indirect or consequential loss, except to the extent of any liability imposed under the ACL.
8.6
When preparing the Course, Cornwall Insight makes use of information gathered from a variety of sources (including from market participants and information in the public domain) that has
not been subject to independent verification by Cornwall Insight. Whilst Cornwall Insight considers that the information supplied from its sources is accurate, no warranty can be given as to the accuracy of the same and Cornwall Insight shall not be responsible for any errors arising as a result of such information being incorrect or inaccurate. The views of any course presenter (whether given during question and answer sessions or otherwise) during the Course are the presenter’s own views given from his understanding of the Course material and no warranty is given as to the accuracy or otherwise of such views.
8.7
Cornwall Insight makes no warranty as to the results to be obtained from the Client’s or the Delegate’s use of the Course for any particular purpose.
8.8
Cornwall Insight makes use of third party suppliers for Course Venues which may include refreshments and/or a meal. Cornwall Insight shall incur no liability in relation to the Course Venue or such other services provided by the Course Venue which remains the responsibility of the Course Venue provider/owner, and the Client and the Delegate must follow all instructions given by the Course Venue provider, including in particular any health and safety requirements (whether given via the course presenter or otherwise).
8.9
Where a Course is to be provided electronically or online, it is the Client’s responsibility prior to placing any order to ensure that its technology is compatible with the systems used by Cornwall Insight (details of which can be provided upon request). Due to the inherent nature of the internet, Cornwall Insight cannot be responsible for any disruption or disturbance which is not within Cornwall Insight’s reasonable control. The Client and the Delegate must comply with any instructions given by Cornwall Insight both before and during any electronic Course and Cornwall Insight shall not be responsible for any disruption in service following any failure to comply with such instructions.
8.10
Subject to clause 8.4, Cornwall Insight’s total liability to the Client and the Delegate, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract shall be limited to the Course Fee.
8.11
Nothing in these Conditions is to be interpreted as excluding, restricting or modifying or having the effect of excluding, restricting or modifying the application of any State or Federal legislation
applicable to the supply of Services which cannot be excluded, restricted or modified.
8.12
This clause 8 shall survive termination of the Contract.
9. GENERAL PROVISIONS
9.1
Force majeure.Neither party shall be in breach of this Contract nor liable for delay in performing, or failure to perform, any of its obligations under this Contract (save for any obligation to make a
payment) if such delay or failure result from events, circumstances or causes beyond its reasonable control. In particular, Cornwall Insight shall not be responsible for any breach of this agreement
due to the failure of any Course Venue supplier.
9.2
Assignment and other dealings.
(a) Cornwall Insight may at any time assign, transfer, mortgage, 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.
(b) The Client shall not, without the prior written consent of Cornwall Insight, assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract.
9.3
Entire agreement.
(a) This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
(b) Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out
in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
9.4
Variation.
No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
9.5
Waiver.
A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not:
(a) waive that or any other right or remedy; or
(b) prevent or restrict the further exercise of that or any other right or remedy.
9.6
Severance.
If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
9.7
Notices.
(a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing (including by email), addressed to that party at the address specified in any order or its registered office or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, or sent by express post or other next working day delivery service, or commercial courier, or by email.
(b) A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 9.7(a); if sent by express post or
other next working day delivery service, at 9.00 am on the second Business Day after posting; or if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed, or by email, at the time the email is sent.
(c) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
9.8
Third parties.
No one other than a party to the Contract shall have any right to enforce any of its terms.
9.9
Disclaimer of Partnership:
(a) Unless expressly stated otherwise, nothing contained in these Conditions or the Contract is to imply or constitute a partnership, joint venture or employment relationship between the parties.
(b) No party has the right or authority to assume, create or incur any commitment, liability or obligation of any kind against, or in the name of, or on behalf of, any other party except as expressly provided in this Agreement
9.10
Counterparts : The Contract may be executed in any number of counterparts all of which taken together constitute one instrument. All parties agree that a facsimile of a party’s signature or other electronically transmitted signature of a party is sufficient to indicate their approval of the terms of the Contract and these Conditions and agree to be so bound.
9.11
Each Party Must Do Whatever Is Necessary : Each party must do or refrain from doing (as the case may be) whatever is reasonably necessary to give full effect to these Conditions, both
before and after the Contract is executed. This may include executing a document or carrying out an act.
9.12
These Conditions Continue : These Conditions continue to have effect and do not merge where necessary to ensure the intentions of the parties.
9.13
Governing law.
The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the law of Victoria, Australia.
9.14
Jurisdiction.
Each party irrevocably agrees that the courts of Victoria, Australia shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.