Important notice: Please read carefully before buying training courses or accessing or downloading any training materials from London Banking Academy.
This is a legal agreement between you (Participant or you) and London Banking Academy Limited of 40 Bank Street, London E14 5NR (LBA or we) for your purchase of a London Banking Academy (LBA) Training Course ("Training Course"), which includes printed materials and online documentation (Documentation).
By clicking on the Enroll now button on your event page, you agree to these terms which will bind you. If you do not agree to these terms, we shall not sell Training Courses to you and you must discontinue the purchasing process now.
1. APPLICATION
1.1 These terms and conditions (the Terms and Conditions) shall apply to the provision of the Training Courses by LBA to the Participant.
2. INTERPRETATION
2.1 In these Terms and Conditions, unless the context otherwise requires, the following expressions shall have the following meanings:
Agreement: these Terms and Conditions and completed Online Booking Form.
Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
LBA: the London Banking Academy Limited.
Charges: the charges payable by the Participant for the Training Course in accordance with clause 6 (Charges and payment).
Delegate(s): an individual or representative scheduled by the Participant to attend the Training.
Participant: the person or firm who purchases the Training from LBA.
Participant Data: the data provided by the Participant for the purpose of facilitating the Training.
Data Protection Legislation: means:
(a) The General Data Protection Regulation (GDPR), the Data Protection Act 2018, the Privacy and Electronic Communications (EC Directive) Regulations 2003; and
(b) any other legislation in force from time to time relating to privacy and/or the Processing of Personal Data and applicable to the provision and receipt of Training under these Terms and Conditions; and
any statutory codes of practice issued by the Information Commissioner in relation to such legislation.
In-House: Training provided by LBA at the Participant’s premises for the Participant’s Delegates.
Online Booking Form: The booking form available through the following link: https://buy.stripe.com/14k4ha5HHc5m3vy14c , completed and submitted by the Participant
Personal Data: has the meaning given to it in the Data Protection Legislation.
Processing: has the meaning given to it in the Data Protection Legislation.
Training Course: the training course, In-house and/ or online, to be provided by LBA to the Participant as described in the Online Booking Form.
Training Materials: any materials or documents provided by LBA as part of the Training Course.
2.2 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 all subordinate legislation made under that statute or statutory provision.
3. BASIS OF THESE TERMS AND CONDITIONS
3.1 These Terms and Conditions shall come into effect when:
3.1.1 Participant completes and submits the Online Booking Form; and
3.1.2 the LBA receives payment of the Training Course Fee, at which point these Terms and Conditions incorporating the Online Booking Form shall constitute the Agreement for the provision of the Training Course by LBA to the Participant.
3.2 Save for terms pertaining to the relevant Training Course in the Online Booking Form or, any descriptive matter or advertising issued by LBA, and any descriptions contained in LBA's catalogues, brochures or on LBA’s website, are issued or published for the sole purpose of giving an approximate idea of the Training Courses described in them; They shall not form part of these Terms and Conditions, the Online Booking Form or the Agreement nor have any contractual force.
3.3 These Terms and Conditions apply to the exclusion of any other terms that the Participant seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
4. SUPPLY OF THE TRAINING
4.1 LBA shall use reasonable endeavours to supply the Training to the Participant in accordance with these Terms and Conditions in all material respects but reserves the right to change the course content of any Training Course at any time and without notice.
4.2 LBA shall use reasonable endeavours to meet any specified training dates, but any such dates shall be anticipated dates only and may be subject to alteration.
4.3 LBA reserves the right to amend the Agreement if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Training, and LBA shall notify the Participant in any such event.
4.4 Notwithstanding the above sub-clauses, LBA reserves the right to cancel Training at any time, without incurring additional liability to the Participant. In such circumstances, LBA will offer (at its sole discretion) alternative dates, a full refund, or a credit note.
4.5 Where the Training Course is delivered online, LBA hereby grants a revocable, non-exclusive royalty free licence to access the training platform provided by LBA in respect of the Training Course for the duration of the Training Course.
5. PARTICIPANT'S OBLIGATIONS
5.1 The Participant shall:
5.1.1 co-operate with LBA in all matters relating to the Training Course;
5.1.2 provide LBA, its employees, agents, consultants and subcontractors, with any information which may reasonably be required by LBA in the delivery of the Training Course.
6. CHARGES AND PAYMENT
6.1 The Charges for the Training Course shall be stated in the Online Booking Form.
6.2 The Participant shall pay the Charges in full prior to the commencement date of the Training Course in accordance with the Online Booking Process.
6.3 Failure by the Participant to pay any Charges when they fall due may (at LBA's discretion) result in the Participant’s place on the Training Course being withdrawn;
6.4 All sums payable to LBA under this Agreement:
[6.4.1 are exclusive of VAT, and the Participant shall in addition pay an amount equal to any VAT chargeable on those sums on delivery of a VAT invoice]; and
6.4.2 shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
6.5 Resits and Extensions: Completion of the Training Course is conditional upon the passing of the final exam within the time period specified for the course (120 days). However:
6.5.1 a Participant who fails the final exam may apply for a resit by submitting the online booking form and paying a resit fee of £129.
6.5.2 a Participant may apply for an extension for completing the course by submitting the online booking form and paying a fee of £129 for the exam, if taken outside of the original 120 allowed days. Each participant is entitled to apply for 1 extension.
7. CANCELLATION
7.1 Non-classroom based elements of the Training Course may not be cancelled or rescheduled under any circumstances nor extended beyond the time limit for completion (120 days) and Charges for non-classroom based Training Courses or any part thereof are therefore non-refundable.
7.2 The Participant acknowledges that scheduled classroom based elements of the Training Course involves advanced planning and booking of relevant trainers and have limited spaces. Therefore once booked onto a Classroom based elements of the Training Course the Participant must make every effort to attend. If the Participant wishes to re-schedule a class room based element of a Training Course it may submit a request by [sending an email to [ email address] no later than 7 Business Days prior to the scheduled date of the classroom-based Training element. Any rescheduling shall be subject to availability and at the sole discretion of the LBA.
7.3 If a Participant fails to attend or in the case of Online Training Courses, complete, all or part of any Training Course, no refund shall be paid.
7.4 If a refund is approved by LBA, it will be made through the original mode of payment only.
8. INTELLECTUAL PROPERTY RIGHTS
8.1 All intellectual property rights in or arising out of or in connection with the Training Course, including any associated Documentation and Training Material shall be owned by LBA.
8.2 No reproductions, scans or copies (wholly or in part) shall be made of the Training Materials without the prior written consent of LBA.
9. PARTICIPANT DATA
9.1 As between the parties, the Participant shall own all right, title and interest in and to all of the Participant Data.
9.2 The Participant grants LBA an irrevocable, unlimited and royalty-free licence to use the Participant Data provided to LBA for the purposes of providing the Training Course.
9.3 LBA warrants that for the purposes of this Agreement it:
9.3.1 shall comply with the provisions of the Data Protection Legislation, including without limitation that it:
(a) shall use Participant Data in accordance with the permissions or consents obtained from the data subjects (as defined in the Data Protection Legislation) or otherwise in accordance with the Data Protection Legislation;
(b) shall have in place appropriate technical and organisational security measures against unauthorised or unlawful Processing of Participant Data and against accidental loss or destruction of, or damage to, Participant Data and shall take all reasonable steps to ensure the reliability of its personnel who have access to such Participant Data and to impose obligations of confidentiality upon such personnel and to ensure that such personnel are aware of their responsibilities under the Data Protection Legislation;
(d) shall not transfer Participant Data outside the European Economic Area save in accordance with the Data Protection Legislation;
(e) shall comply with any request or notice it receives from the Participant exercising its rights as a data subject in accordance with Data Protection Legislation;
9.3.2 shall inform the Participant as soon as reasonably practicable of the discovery of any actual or suspected data-breach relating to the Processing of Participant Data in connection with this Agreement;
10. LIMITATION OF LIABILITY
10.1 Nothing in these Terms and Conditions limits any liability which cannot legally be limited, including, but not limited to, liability for:
10.1.1 death or personal injury caused by negligence;
10.1.2 fraud or fraudulent misrepresentation; and
10.1.3 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:
10.2.1 LBA shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, loss of income, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising;
10.2.2 LBA's total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the Agreement shall be limited to the total Charges paid for the Training Course.
10.3 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3 and 4 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from these Terms and Conditions.
10.4 This clause 10 shall survive termination of the Agreement.
11. CONFIDENTIALITY
11.1 Each party may be given access to confidential information from the other party in order to perform its obligations under the Agreement. A party's confidential information shall not be deemed to include information that:
11.1.1 is or becomes publicly known other than through any act or omission of the receiving party;
11.1.2 was in the other party's lawful possession before the disclosure;
11.1.3 is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
11.1.4 is independently developed by the other party, which independent development can be shown by written evidence.
11.2 Subject to clause 11.3, each party shall hold the other's confidential information in confidence and not make the other's confidential information available to any third party, or use the other's confidential information for any purpose other than the implementation of the Agreement.
11.3 A party may disclose confidential information to the extent such confidential information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 11.3, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
11.4 The Participant acknowledges that its information may be used by LBA on an anonymous basis without limitation including compiling and publishing reports.
11.5 The above provisions of this clause 11 shall survive termination of the Agreement, however arising.
12. TERMINATION
12.1 Without affecting any other right or remedy available to it, either party to the Agreement may terminate it with immediate effect by giving written notice to the other party if:
12.1.1 the other party commits a material breach of any term of the Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 calendar days after being notified in writing 5to do so;
12.1.2 the other party takes any step or action in connection with its entering administration, provisional liquidation, bankruptcy or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
12.1.3 the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
12.1.4 the other party's financial position deteriorates to such an extent that in the terminating party's opinion the other party's capability to adequately fulfil its obligations under the Agreement has been placed in jeopardy.
12.2 Without affecting any other right or remedy available to it, LBA may terminate the Agreement with immediate effect by giving written notice to the Participant if the Participant fails to pay any amount due under the Agreement on the due date for payment
13. CONSEQUENCES OF TERMINATION
13.1 On termination of the Agreement:
13.1.1 the Participant shall return any of the Training Materials which have not been fully paid for and access to or licence for use of any online platform delivering Online Training Courses (or part thereof) shall automatically be terminated; and
13.1.2 any provision of the Agreement that expressly or by implication is intended to come into or continue in force on or after termination of the Agreement shall remain in full force and effect.
13.2 Termination of the Agreement shall not affect any of the rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination.
14. FORCE MAJEURE
LBA shall have no liability to the Participant under the Agreement if it is prevented from or delayed in performing its obligations under the Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of LBA or any other party), failure of a utility service or transport or telecommunications 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 sub-contractors, provided that the Participant is notified of such an event and its expected duration.
15. VARIATION
Subject to clause 4.3, no variation of the Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
16. WAIVER
No failure or delay by a party to exercise any right or remedy provided under the Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
17. SEVERANCE
If any provision or part-provision of the Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Agreement.
18. ENTIRE AGREEMENT
18.1 The Agreement shall constitute 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.
18.2 Each party acknowledges that in entering into the Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Agreement.
19. ASSIGNMENT AND SUBCONTRACTING
19.1 The Participant shall not, without the prior written consent of LBA, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Agreement, such consent may be withheld in LBA's sole discretion.
19.2 LBA may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Agreement.
20. NO PARTNERSHIP OR AGENCY
Nothing in the Agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
21. THIRD PARTY RIGHTS
The Agreement does not confer any rights on any person or party (other than the parties to the Agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
22. NOTICES
22.1 Any notice required to be given under the Agreement shall be in writing and shall be delivered by hand or sent by post or email to the other party at its address set out in the Agreement, or such other address as may have been notified by that party for such purposes.
22.2 A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent email shall be deemed to have been received at the time of transmission (as shown by the time sent in respect of an email).
23. GOVERNING LAW
The Agreement 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 the law of England and Wales.
24. JURISDICTION
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Agreement or its subject matter or formation (including non-contractual disputes or claims).
This is a legal agreement between you (Participant or you) and London Banking Academy Limited of 40 Bank Street, London E14 5NR (LBA or we) for your purchase of a London Banking Academy (LBA) Training Course ("Training Course"), which includes printed materials and online documentation (Documentation).
By clicking on the Enroll now button on your event page, you agree to these terms which will bind you. If you do not agree to these terms, we shall not sell Training Courses to you and you must discontinue the purchasing process now.
1. APPLICATION
1.1 These terms and conditions (the Terms and Conditions) shall apply to the provision of the Training Courses by LBA to the Participant.
2. INTERPRETATION
2.1 In these Terms and Conditions, unless the context otherwise requires, the following expressions shall have the following meanings:
Agreement: these Terms and Conditions and completed Online Booking Form.
Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
LBA: the London Banking Academy Limited.
Charges: the charges payable by the Participant for the Training Course in accordance with clause 6 (Charges and payment).
Delegate(s): an individual or representative scheduled by the Participant to attend the Training.
Participant: the person or firm who purchases the Training from LBA.
Participant Data: the data provided by the Participant for the purpose of facilitating the Training.
Data Protection Legislation: means:
(a) The General Data Protection Regulation (GDPR), the Data Protection Act 2018, the Privacy and Electronic Communications (EC Directive) Regulations 2003; and
(b) any other legislation in force from time to time relating to privacy and/or the Processing of Personal Data and applicable to the provision and receipt of Training under these Terms and Conditions; and
any statutory codes of practice issued by the Information Commissioner in relation to such legislation.
In-House: Training provided by LBA at the Participant’s premises for the Participant’s Delegates.
Online Booking Form: The booking form available through the following link: https://buy.stripe.com/14k4ha5HHc5m3vy14c , completed and submitted by the Participant
Personal Data: has the meaning given to it in the Data Protection Legislation.
Processing: has the meaning given to it in the Data Protection Legislation.
Training Course: the training course, In-house and/ or online, to be provided by LBA to the Participant as described in the Online Booking Form.
Training Materials: any materials or documents provided by LBA as part of the Training Course.
2.2 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 all subordinate legislation made under that statute or statutory provision.
3. BASIS OF THESE TERMS AND CONDITIONS
3.1 These Terms and Conditions shall come into effect when:
3.1.1 Participant completes and submits the Online Booking Form; and
3.1.2 the LBA receives payment of the Training Course Fee, at which point these Terms and Conditions incorporating the Online Booking Form shall constitute the Agreement for the provision of the Training Course by LBA to the Participant.
3.2 Save for terms pertaining to the relevant Training Course in the Online Booking Form or, any descriptive matter or advertising issued by LBA, and any descriptions contained in LBA's catalogues, brochures or on LBA’s website, are issued or published for the sole purpose of giving an approximate idea of the Training Courses described in them; They shall not form part of these Terms and Conditions, the Online Booking Form or the Agreement nor have any contractual force.
3.3 These Terms and Conditions apply to the exclusion of any other terms that the Participant seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
4. SUPPLY OF THE TRAINING
4.1 LBA shall use reasonable endeavours to supply the Training to the Participant in accordance with these Terms and Conditions in all material respects but reserves the right to change the course content of any Training Course at any time and without notice.
4.2 LBA shall use reasonable endeavours to meet any specified training dates, but any such dates shall be anticipated dates only and may be subject to alteration.
4.3 LBA reserves the right to amend the Agreement if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Training, and LBA shall notify the Participant in any such event.
4.4 Notwithstanding the above sub-clauses, LBA reserves the right to cancel Training at any time, without incurring additional liability to the Participant. In such circumstances, LBA will offer (at its sole discretion) alternative dates, a full refund, or a credit note.
4.5 Where the Training Course is delivered online, LBA hereby grants a revocable, non-exclusive royalty free licence to access the training platform provided by LBA in respect of the Training Course for the duration of the Training Course.
5. PARTICIPANT'S OBLIGATIONS
5.1 The Participant shall:
5.1.1 co-operate with LBA in all matters relating to the Training Course;
5.1.2 provide LBA, its employees, agents, consultants and subcontractors, with any information which may reasonably be required by LBA in the delivery of the Training Course.
6. CHARGES AND PAYMENT
6.1 The Charges for the Training Course shall be stated in the Online Booking Form.
6.2 The Participant shall pay the Charges in full prior to the commencement date of the Training Course in accordance with the Online Booking Process.
6.3 Failure by the Participant to pay any Charges when they fall due may (at LBA's discretion) result in the Participant’s place on the Training Course being withdrawn;
6.4 All sums payable to LBA under this Agreement:
[6.4.1 are exclusive of VAT, and the Participant shall in addition pay an amount equal to any VAT chargeable on those sums on delivery of a VAT invoice]; and
6.4.2 shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
6.5 Resits and Extensions: Completion of the Training Course is conditional upon the passing of the final exam within the time period specified for the course (120 days). However:
6.5.1 a Participant who fails the final exam may apply for a resit by submitting the online booking form and paying a resit fee of £129.
6.5.2 a Participant may apply for an extension for completing the course by submitting the online booking form and paying a fee of £129 for the exam, if taken outside of the original 120 allowed days. Each participant is entitled to apply for 1 extension.
7. CANCELLATION
7.1 Non-classroom based elements of the Training Course may not be cancelled or rescheduled under any circumstances nor extended beyond the time limit for completion (120 days) and Charges for non-classroom based Training Courses or any part thereof are therefore non-refundable.
7.2 The Participant acknowledges that scheduled classroom based elements of the Training Course involves advanced planning and booking of relevant trainers and have limited spaces. Therefore once booked onto a Classroom based elements of the Training Course the Participant must make every effort to attend. If the Participant wishes to re-schedule a class room based element of a Training Course it may submit a request by [sending an email to [ email address] no later than 7 Business Days prior to the scheduled date of the classroom-based Training element. Any rescheduling shall be subject to availability and at the sole discretion of the LBA.
7.3 If a Participant fails to attend or in the case of Online Training Courses, complete, all or part of any Training Course, no refund shall be paid.
7.4 If a refund is approved by LBA, it will be made through the original mode of payment only.
8. INTELLECTUAL PROPERTY RIGHTS
8.1 All intellectual property rights in or arising out of or in connection with the Training Course, including any associated Documentation and Training Material shall be owned by LBA.
8.2 No reproductions, scans or copies (wholly or in part) shall be made of the Training Materials without the prior written consent of LBA.
9. PARTICIPANT DATA
9.1 As between the parties, the Participant shall own all right, title and interest in and to all of the Participant Data.
9.2 The Participant grants LBA an irrevocable, unlimited and royalty-free licence to use the Participant Data provided to LBA for the purposes of providing the Training Course.
9.3 LBA warrants that for the purposes of this Agreement it:
9.3.1 shall comply with the provisions of the Data Protection Legislation, including without limitation that it:
(a) shall use Participant Data in accordance with the permissions or consents obtained from the data subjects (as defined in the Data Protection Legislation) or otherwise in accordance with the Data Protection Legislation;
(b) shall have in place appropriate technical and organisational security measures against unauthorised or unlawful Processing of Participant Data and against accidental loss or destruction of, or damage to, Participant Data and shall take all reasonable steps to ensure the reliability of its personnel who have access to such Participant Data and to impose obligations of confidentiality upon such personnel and to ensure that such personnel are aware of their responsibilities under the Data Protection Legislation;
(d) shall not transfer Participant Data outside the European Economic Area save in accordance with the Data Protection Legislation;
(e) shall comply with any request or notice it receives from the Participant exercising its rights as a data subject in accordance with Data Protection Legislation;
9.3.2 shall inform the Participant as soon as reasonably practicable of the discovery of any actual or suspected data-breach relating to the Processing of Participant Data in connection with this Agreement;
10. LIMITATION OF LIABILITY
10.1 Nothing in these Terms and Conditions limits any liability which cannot legally be limited, including, but not limited to, liability for:
10.1.1 death or personal injury caused by negligence;
10.1.2 fraud or fraudulent misrepresentation; and
10.1.3 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:
10.2.1 LBA shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, loss of income, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising;
10.2.2 LBA's total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the Agreement shall be limited to the total Charges paid for the Training Course.
10.3 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3 and 4 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from these Terms and Conditions.
10.4 This clause 10 shall survive termination of the Agreement.
11. CONFIDENTIALITY
11.1 Each party may be given access to confidential information from the other party in order to perform its obligations under the Agreement. A party's confidential information shall not be deemed to include information that:
11.1.1 is or becomes publicly known other than through any act or omission of the receiving party;
11.1.2 was in the other party's lawful possession before the disclosure;
11.1.3 is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
11.1.4 is independently developed by the other party, which independent development can be shown by written evidence.
11.2 Subject to clause 11.3, each party shall hold the other's confidential information in confidence and not make the other's confidential information available to any third party, or use the other's confidential information for any purpose other than the implementation of the Agreement.
11.3 A party may disclose confidential information to the extent such confidential information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 11.3, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
11.4 The Participant acknowledges that its information may be used by LBA on an anonymous basis without limitation including compiling and publishing reports.
11.5 The above provisions of this clause 11 shall survive termination of the Agreement, however arising.
12. TERMINATION
12.1 Without affecting any other right or remedy available to it, either party to the Agreement may terminate it with immediate effect by giving written notice to the other party if:
12.1.1 the other party commits a material breach of any term of the Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 calendar days after being notified in writing 5to do so;
12.1.2 the other party takes any step or action in connection with its entering administration, provisional liquidation, bankruptcy or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
12.1.3 the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
12.1.4 the other party's financial position deteriorates to such an extent that in the terminating party's opinion the other party's capability to adequately fulfil its obligations under the Agreement has been placed in jeopardy.
12.2 Without affecting any other right or remedy available to it, LBA may terminate the Agreement with immediate effect by giving written notice to the Participant if the Participant fails to pay any amount due under the Agreement on the due date for payment
13. CONSEQUENCES OF TERMINATION
13.1 On termination of the Agreement:
13.1.1 the Participant shall return any of the Training Materials which have not been fully paid for and access to or licence for use of any online platform delivering Online Training Courses (or part thereof) shall automatically be terminated; and
13.1.2 any provision of the Agreement that expressly or by implication is intended to come into or continue in force on or after termination of the Agreement shall remain in full force and effect.
13.2 Termination of the Agreement shall not affect any of the rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination.
14. FORCE MAJEURE
LBA shall have no liability to the Participant under the Agreement if it is prevented from or delayed in performing its obligations under the Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of LBA or any other party), failure of a utility service or transport or telecommunications 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 sub-contractors, provided that the Participant is notified of such an event and its expected duration.
15. VARIATION
Subject to clause 4.3, no variation of the Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
16. WAIVER
No failure or delay by a party to exercise any right or remedy provided under the Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
17. SEVERANCE
If any provision or part-provision of the Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Agreement.
18. ENTIRE AGREEMENT
18.1 The Agreement shall constitute 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.
18.2 Each party acknowledges that in entering into the Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Agreement.
19. ASSIGNMENT AND SUBCONTRACTING
19.1 The Participant shall not, without the prior written consent of LBA, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Agreement, such consent may be withheld in LBA's sole discretion.
19.2 LBA may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Agreement.
20. NO PARTNERSHIP OR AGENCY
Nothing in the Agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
21. THIRD PARTY RIGHTS
The Agreement does not confer any rights on any person or party (other than the parties to the Agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
22. NOTICES
22.1 Any notice required to be given under the Agreement shall be in writing and shall be delivered by hand or sent by post or email to the other party at its address set out in the Agreement, or such other address as may have been notified by that party for such purposes.
22.2 A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent email shall be deemed to have been received at the time of transmission (as shown by the time sent in respect of an email).
23. GOVERNING LAW
The Agreement 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 the law of England and Wales.
24. JURISDICTION
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Agreement or its subject matter or formation (including non-contractual disputes or claims).
