Corporate Training Account Terms and Conditions

Terms and Conditions

1. Definitions and Interpretation:

1.1 In this Agreement, except where the context otherwise requires, the following terms shall have the following meanings:

Agreement: these terms and conditions together with the Corporate Training Account Booking Form (together forming the contract for the Membership);

Booking Form: the booking form entitled Corporate Training Account Booking Form signed by the Client that forms part of the Agreement;

BPP: means BPP Professional Education Limited and/or any relevant BPP Group Company as the context may require;

Business Day: Monday through Friday, excluding any official holidays in England;

Client: the firm or company, identified in the Booking Form, who purchases the Membership from BPP;

Commencement Date: the date of signature of the Booking Form by the Client;

Confidential Information: any information that is designated as 'confidential' or which by its nature is confidential.

Confidential Information includes any information concerning the technology, technical processes, business processes, procedures, personal data, business affairs, financial affairs and finance of a Party or its group companies, its customers, employees and suppliers;

Contract Manager: the person appointed on behalf of each Party from time to time to fulfil the contract manager role;

Course: means a professional development course provided by BPP to the Client for the benefit of the Learners but which excludes PSC Core and Elective programmes, Higher Rights programmes, Insolvency programmes, Pre-recorded Asynchronous content and ICAS programmes;

Expenses: the expenses incurred by BPP to the Client which may include, but not be limited to, the cost of a hotel, training room or other similar accommodation, subsistence, traveling and any other ancillary expenses reasonably incurred by the presenters or any other individuals whom BPP engages in connection with the delivery of the Courses and the cost of any materials and services reasonably and properly provided by third parties and required by BPP for the provision of the Courses;

Group Company: any company which is, from time to time, a subsidiary undertaking or parent undertaking of such company, or subsidiary undertaking of that parent undertaking (as defined in s.1162 and schedule 7 of the Companies Act 2006);

Learner: any employee of the Client to whom the Courses shall be delivered in connection with this Agreement;

Membership: the membership described in Schedule 1;

Membership Account: the Client’s membership account which reflects the amount of Tokens purchased by the Client, with such Tokens available to be used towards payment for the Courses in accordance with the terms of this Agreement;

PD Terms and Conditions: BPP’s Professional Development Client Terms and Conditions which apply in respect of the Courses and which are set out in BPP’s Professional Development course booking form;

Token: a credit of a minimum of £2,950 which can be purchased by the Client to be applied towards payment for the Courses;

Token Expiry Date: the date which is 12 months after the purchase of each Token; and

Top-Up Token: a top-up credit of any amount less than £2,950 which can be purchased by the Client in connection with a Token to be applied towards payment for the Courses.

1.2 In this Agreement, unless the context otherwise requires:

1.2.1 references to any statute or statutory provision include, unless the context otherwise requires, a reference to that statute or statutory provision as modified, replaced, re-enacted or consolidated and in force from time to time prior to the date of this Agreement and any subordinate legislation made under the relevant statute or statutory provision (as so modified, replaced, re-enacted or consolidated) in force from time to time prior to the date of this Agreement;

1.2.2 “including”, “includes” and “in particular” are illustrative, none of them will limit the sense of the words preceding it and each of them will be deemed to incorporate the expression “without limitation”. “Other” and “otherwise” are also illustrative and will not limit the sense of the words preceding them; and

1.2.3 BPP and the Client shall each be referred to as a “Party” and together the “Parties”.

2. Membership

2.1 In consideration of the purchase of Tokens (and, where relevant, Top-Up Tokens) by the Client, BPP grants and the Client accepts the Membership, as set out in Schedule 1, for the term of this Agreement.

3. Payment Terms

3.1 The Client may purchase Tokens at any time during the term of the Agreement.

3.2 Tokens may be used from the date of purchase until the Token Expiry Date to pay for Courses and cannot be used to purchase any other products or services.

3.3 If the value of the Course (including any applicable discount referred to in Schedule 1) the Client wishes to book is greater than the value of Tokens in the Client’s Membership Account, the Client may purchase a Top-Up Token to be used for the purchase of the relevant Course. Top-Up Tokens are only eligible to be purchased where a Token (or Tokens, as applicable) have already been purchased by the Client in relation to the purchase of the relevant Course.

3.4 From the Token Expiry Date, the Token (and any Top-Up Tokens purchased in connection with the original Token) will expire, and the Client may not use such Token or Top-Up Token to purchase Courses. For the avoidance of doubt, the period in which a Top-Up Token may be used relates to the Token Expiry Date of the original Token(s) purchased for the relevant Course.

3.5 From the Token Expiry Date, any monies in the Membership Account relating to such Token and/or Top-Up Token will not be refunded to the Client.

3.6 Discounts referred to in Schedule 1 do not apply to any Expenses.

3.7 The Client shall not receive or be entitled to any interest on the monies in the Membership Account.

4. Course Bookings

4.1 To book a Course, the Client must call or email BPP and state that they wish to use Tokens in their Membership Account to order a Course.

4.2 The Client shall sign the relevant Course booking form (which incorporates the PD Terms and Conditions) in respect of each Course booking.

4.3 All Courses booked by the Client in connection with this Agreement must be taken before the relevant Token Expiry Date.

4.4 If there is any conflict between this Agreement and the PD Terms and Conditions, this Agreement will prevail.

5. Cancellations, Deferrals and Substitutions

5.1 In the event that the Client or a Learner wishes to cancel a Course, the Client shall give written notice to BPP and the following terms shall apply:

5.1.1 if the notice to cancel is received more than 3 Business Days prior to the start date of the applicable Course, then BPP shall credit the Client’s Membership Account balance with the value of the amount of Tokens (and any Top-Up Tokens, where relevant) actually purchased by the Client for the applicable Course; and

5.1.2 if the notice to cancel is received within 3 Business Days of the start date of the applicable Course, then BPP shall deduct the value of the Tokens (and any Top-Up Tokens, where relevant) actually purchased by the Client for the applicable Course from the Client’s Membership Account balance.

5.2 In the event that the Client or a Learner wishes to defer a Course or transfer to another Course, the Client shall give written notice to BPP and the following terms shall apply:

5.2.1 a Learner may defer or transfer to another Course up to one Business Day before the start date of the relevant Course, subject to payment by the Client of an additional administration fee of £50 + VAT per day of the relevant Course; and

5.2.2 each Learner may only defer or transfer a Course once, to a Course date prior to the relevant Token Expiry Date; and

5.2.3 any deferred or transferred Courses must be completed prior to the relevant Token Expiry Date.

5.3 In the event that a Learner does not attend a Course and the Client did not communicate this non-attendance to BPP more than 3 Business Days prior to the start date of the applicable Course, then BPP shall deduct the value of the Tokens (and any Top-Up Tokens, where relevant) actually purchased by the Client for the applicable Course from the Client’s Membership Account balance.

5.4 BPP reserves the right to cancel or postpone a Course and will notify the Client in writing as soon as is reasonably practicable.

5.5 In the event of any cancellation by BPP pursuant to clause 5.4, BPP shall credit the Client’s Membership Account balance with the value of the amount of Tokens (and any Top-Up Tokens, where relevant) actually purchased by the Client for the applicable Course.

5.6 In the event that BPP postpones a Course it will offer the Client alternative dates for the Course.

5.7 In the event that a Learner who was booked to attend a Course is no longer able to attend that Course, BPP will allow a substitute Learner to attend the Course in the original Learner’s place at no additional cost to the Client, provided that the Client emails BPP with the substitute Learner’s name in advance of the applicable Course.

6. Confidentiality

6.1 Except to the extent set out in this clause 6, each Party will treat as confidential all Confidential Information obtained from the other under this Agreement, will protect such Confidential Information and will not, without the prior written consent of the other(s), disclose or use such Confidential Information except for the purposes of this Agreement.

6.2 Clause 6.1 does not prohibit disclosure of Confidential Information to (i) the receiving party's own employees, agents and permitted subcontractors who need to know it; or (ii) the receiving party's auditors, professional advisors, HM Revenue & Customs, and any other person having a statutory or regulatory right to request and receive that information.

6.3 Each party will ensure that any person mentioned in clause 6.2 is made aware, prior to any disclosure of Confidential Information, that it is confidential and that such person and the receiving party owe a duty to the owner of it to keep it confidential. The receiving party will be responsible for procuring that such person complies with the duty of confidentiality imposed by this Agreement as if they were a party to it.

6.4 Other than as expressly permitted under this Agreement, on termination or expiry of this Agreement for whatever reason, each party will cease to use any Confidential Information of the other and will return on demand, or at the request of the other, destroy or permanently erase all copies of that Confidential Information in its possession or control, except that either party will be permitted to retain one copy of such part of the Confidential Information for the purposes of and for so long as required by any law or by judicial or administrative process or its legitimate internal compliance issues.

7. Term and Termination

7.1 This Agreement shall commence on the Commencement Date and will continue in force until the Token Expiry Date unless terminated earlier in accordance with this clause 7. If the Client purchases additional Tokens, the Agreement shall automatically renew until the last Token Expiry Date.

7.2 Either Party may terminate this Agreement immediately if the other Party:

7.2.1 materially breaches this Agreement, except where such breach is capable of being remedied, in such circumstances this Agreement may only be terminated where the Party in breach has failed to remedy the breach within twenty (20) Business Days of receipt of written notice of the breach;

7.2.2 ceases to do business or otherwise suspends or threatens to suspend business operations or trade; or

7.2.3 becomes insolvent (or if a Party has reason to believe the other Party may become insolvent) or seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or any other comparable proceeding (including in any jurisdiction).

7.3 This Agreement may be terminated immediately by BPP in the circumstances where the Client is acquired by or merged with an entity which is a competitor of BPP.

8. Consequences of Termination

8.1 In the event of termination of the Agreement, any unused fees in the Membership Account shall not be refunded to the Client.

8.2 The following clauses shall survive termination or expiry of this Agreement (3, 4, 5, 6, 8, 9, 11, 14, 15, 16).

8.3 Any termination or expiry of this Agreement, however it occurs, will not affect any rights or liabilities of any Party that may have accrued before termination or expiry of any terms of this Agreement.

9. Limitation of liability

9.1 Nothing in this Agreement limits or excludes a Party’s liability for death or personal injury (or any other liability which cannot be lawfully limited or excluded) caused by its negligence.

9.2 Neither Party shall be liable to the other in respect of any claims arising out of this Agreement for any indirect, special or consequential loss or damage whether caused by breach of contract or tort (including negligence or breach of statutory duty) or arising in any other way.

9.3 The maximum aggregate liability of BPP in respect of any claims arising out of this Agreement for any direct loss or damage, shall not exceed £10,000.

10. Entire Agreement and Variation

10.1 This Agreement and the documents referred to in it, constitutes the entire Agreement and understanding of the Parties and supersedes and replaces any previous agreement, understanding, undertaking, representation, warranty or arrangement of any nature whatsoever between the Parties relating to the subject matter of this Agreement.

10.2 Each Party acknowledges that, in entering into this Agreement, it has not relied on, and will have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) other than as expressly set out in this Agreement.

10.3 No variation of this Agreement or any of the documents referred to in it will be valid unless it is in writing and executed by each of the Parties.

11. Notices

11.1 Any notice to be given pursuant to the terms of this Agreement shall be given in writing, addressed to the Contract Manager, and sent to the Party due to receive such notice at their address set out in this Agreement or such other address as may have been notified to the other Parties in accordance with this clause 11.1. Notice shall be delivered personally or sent by first class prepaid recorded delivery or registered post (airmail if overseas), and shall be deemed to be given in the case of personal delivery on delivery and in the case of posting (in the absence of evidence of earlier receipt) 48 hours after posting (six days if sent by airmail).

11.2 Should a notice be delivered on a day other than a Business Day, the notice shall be deemed to be given on the next Business Day following the day of actual delivery.

11.3 Notice may be sent by electronic mail to the relevant Contract Manager(s) provided always that such notice sent by electronic mail shall also be sent by first class prepaid recorded delivery or registered post (airmail if overseas) in accordance with clause 11.1 within 24 hours of being sent by electronic mail. Such notice shall only be deemed delivered once the posted notice is deemed delivered in accordance with clauses 11.1 and 11.2.

12. No Joint Venture or Partnership

12.1 This Agreement does not create a partnership or joint venture between the Parties.

13. Assignment and Sub-contracting

13.1 The Client shall not assign or sub-contract any of its rights, benefits or obligations under this Agreement to a third party without BPP’s prior written consent.

13.2 BPP may (to the extent permitted by law) at any time assign, novate or sub-contract any of its obligations under this Agreement without the consent of the Client to any BPP Group Company.

14. Severability and Waiver

14.1 If any clause or part of this Agreement is found to be illegal, invalid or unenforceable then that term will, to the extent required, be severed from this Agreement and will be ineffective without, as far as is possible, modifying any other clause or part of this Agreement and this will not affect any other terms of this Agreement which will remain in full force and effect.

14.2 Failure or delay by any Party in exercising any right or remedy under this Agreement will not in any circumstances operate as a waiver of it, nor will any single or partial exercise of any right or remedy in any circumstances preclude any other or further exercise of it or the exercise of any other right or remedy.

15. Third Party Rights

15.1 Except where expressly permitted in this Agreement, no person who is not a Party to this Agreement will have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

16. Governing Law and Jurisdiction

16.1 This Agreement and any non-contractual obligation arising out of or in connection with this Agreement and any dispute shall be governed by English law.

16.2 The courts of England will have exclusive jurisdiction to settle any disputes which may arise out of or in connection with this Agreement.

Schedule 1

Membership benefits:

• A discount of up to 20% on the list price at the time of booking a Course (such list price being available at https://www.bpp.com/courses/professional-development).

• The provision of a dedicated Contract Manager for the Membership during the term of the Agreement.

• The provision of regular updates from BPP on the list of Courses and their availability.

• The delivery of a regular statement of the Membership Account setting out the Client’s payments and Course bookings