SOCIALVALUEARCHITECT – Online Terms and Conditions for Courses

AGREED TERMS

Your attention is particularly drawn to the provisions of Clause 12 (Limitation of liability).

1. About us

1.1 Company details. Alten Strategic Limited (company number 08849795) (we and us) is a company registered in England and Wales and our registered office is at 66 Ivy Road, London NW2 6SX, United Kingdom. We operate the website www.socialvaluearchitect.com and trade as “SocialValueArchitect”.

1.2 Contacting us. To contact us, email us at enquiry@socialvaluearchitect.com. How to give us formal notice of any matter under the Contract is set out in clause 16.2.

2. Our contract with you

2.1 Our contract. These terms and conditions (Terms) apply to your booking a course (Course), whether a Masterclass or another course provided by us with SocialValueArchitect. They apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

2.2 Entire agreement. The Contract is the entire agreement between you and us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.

2.3 Language. These Terms and the Contract are made only in the English language.

2.4 Your copy. You should print off a copy of these Terms or save them to your computer for future reference.

3. Placing an order and its acceptance

3.1 Placing your order. Please follow the onscreen prompts to place your order. You may only submit an order using the method set out on the site. Each order is an offer by you to buy a Course set out in the form subject to these Terms.

3.2 Correcting input errors. Our order process allows you to check and amend any errors before submitting your order to us. Please check the order carefully before confirming it. You are responsible for ensuring that your order [and any specification submitted by you] is complete and accurate.

3.3 Acknowledging receipt of your order. After you place your order, you will receive an email from us acknowledging that we have received it, but please note that this does not mean that your order has been accepted. Our acceptance of your order will take place as described in clause 3.4.

3.4 Accepting your order. Our acceptance of your order takes place when we receive your order and payment and an email confirmation has been issued to you (Order Confirmation), at which point the contract (Contract) between you and us will come into existence and on the date of the Order Confirmation. The Contract will relate only to those Courses confirmed in the Order Confirmation.

3.5 If we cannot accept your order. If we are unable to supply you with the Courses for any reason, we will inform you of this by email and we will not process your order. If you have already paid for the Courses, we will refund you the full amount.

4. Cancelling your order and obtaining a refund

4.1 Your cancellation rights: You can cancel the Contract any time subject to clause 4.2 and clause 4.3 below.

4.2 Notice of cancellation: To cancel the Contract, you must email us at enquiry@socialvaluearchitect.com with details of your order to help us to identify it. If you send us your cancellation notice by email, then your cancellation is effective from the date you send us the email.

4.3 Right to Refund for cancellation: If you cancel the Contract at least 14 (fourteen) days prior to the commencement date of the Course under the Contract, we will refund you in full for the price you paid for the Courses, by the method you used for payment. We may deduct from any refund an amount of £100 for administration costs for the delivery of the Courses. For the avoidance of doubt, no refund will be payable for cancellations notified less than 14 (fourteen) days prior to the commencement date of the Course under the Contract.

5. Our services and Changes

5.1 Descriptions and illustrations. Any descriptions or illustrations on our site are published for the sole purpose of giving an approximate idea of the services described in them. They will not form part of the Contract or have any contractual force.

5.2 Compliance with specification. Subject to our right to amend the specification (see clause 5.3) at our sole and absolute discretion, we will supply the Courses to you in accordance with the specification for the Courses appearing on our website at the date of your order in all material respects.

5.3 Changes to specification. We reserve the right to amend the specification of the Courses if required by any applicable statutory or regulatory requirement or if the amendment will not materially affect the nature or quality of the Courses, and we will notify you in advance of any such amendment.

5.4 Reasonable care and skill. We warrant to you that the Courses will be provided using reasonable care and skill.

5.5 Rescheduling of Courses. We have the right to reschedule or amend the dates of the Courses provided we provide you at least 14 (fourteen) days’ prior notice of any proposed date change. You will have the option to cancel with a full refund should the rescheduled dates be unsuitable.

6. Your obligations

6.1 It is your responsibility to ensure that:

(a) the terms of your order are complete and accurate;

(b) you cooperate with us in all matters relating to the Courses;

(c) where appropriate, you provide us, our employees, agents, consultants and subcontractors, with access to your premises, office accommodation and other facilities as we may reasonably require;

(d) you provide us with such information and materials we may reasonably require in order to deliver the Courses, and ensure that such information is complete and accurate in all material respects;

(e) where it is agreed that the Courses are delivered at your premises, you shall:

(i) prepare your premises for the delivery of the Courses and provide such necessary audio-visual equipment for the presentation of the Courses and such other materials or equipment as agreed;

(ii) you comply with all applicable laws, including health and safety laws; and

(iii) you keep all of our materials, equipment, documents and other property (Our Materials) at your premises in safe custody at your own risk, maintain Our Materials in good condition until returned to us, and not dispose of or use Our Materials other than in accordance with our written instructions or authorisation.

6.2 If our ability to perform the Courses is prevented or delayed by any failure by you to fulfil any obligation listed in clause 6.1 (Your Default):

(a) we will be entitled to suspend performance of the Courses until you remedy Your Default, and to rely on Your Default to relieve us from the performance of the Courses, in each case to the extent Your Default prevents or delays performance of the Courses. In certain circumstances Your Default may entitle us to terminate the Contract under clause 14 (Termination);

(b) we will not be responsible for any costs or losses you sustain or incur arising directly or indirectly from our failure or delay to perform the Courses; and

(c) it will be your responsibility to reimburse us on written demand for any costs or losses we sustain or incur arising directly or indirectly from Your Default.

7. Location of Courses

7.1 The Courses shall be delivered at locations in the UK or virtually. Courses may be delivered at locations outside of the UK subject to prior agreement and additional costs, where appropriate and agreed.

7.2 You may place an order for the Courses from an address outside the UK on condition that the delivery of the Courses shall be undertaken in the UK or virtually as set out in the Order Confirmation.

8. Fees

8.1 In consideration of us providing the Courses you must pay our charges (Fees) in accordance with this clause 8.

8.2 The Fees are the prices quoted on our site at the time you submit your order and are inclusive of VAT.

8.3 We take all reasonable care to ensure that the prices stated for the Courses are correct at the time when the relevant information was entered into the system. However, please see clause 8.7 for what happens if we discover an error in the price of the Courses you ordered.

8.4 Our Fees may change from time to time, but changes will not affect any order you have already placed.

8.5 It is always possible that, despite our reasonable efforts, some of the Courses on our site may be incorrectly priced. If the correct price for the Courses is higher than the price stated on our site, we will contact you in writing as soon as possible to inform you of this error and we will give you the option of continuing to purchase the Courses at the correct price or cancelling your order. We will not process your order until we have your instructions. If we are unable to contact you using the contact details you provided during the order process, we will treat the order as cancelled and notify you in writing. However, if we mistakenly accept and process your order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may cancel the delivery of the Courses to you and refund you any sums you have paid.

9. How to pay

9.1 Payment for the Courses is in advance and may be made in accordance in the manner specified when your Order is placed or when we send you an electronic invoice.

9.2 For any failed or cancelled payments, a £20 administration fee will be levied.

9.3 If you fail to make a payment under the Contract by the due date, then, without limiting our remedies under clause 15 (Termination), you will have to pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 9.4 will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.

9.4 You shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

10. Intellectual property rights

10.1 All intellectual property rights in or arising out of or in connection with the Courses (other than intellectual property rights in any materials provided by you) will be owned by us.

10.2 We agree to grant you a licence during the term of the Contract to copy the deliverables specified in your order (excluding materials provided to you) for the purpose of receiving and using the Courses and such deliverables in your business. You may not sub-license, assign or otherwise transfer the rights granted in this clause 10.2.

10.3 You agree to grant us a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by you to us for the term of the Contract for the purpose of providing the Courses to you.

11. How we may use your personal information

11.1 We will use any personal information you provide to us to:

(a) provide the Courses;

(b) process your payment for the Courses; and

(c) inform you about similar products or services that we provide, but you may stop receiving these at any time by contacting us.

11.2 We will process your personal information in accordance with our PRIVACY POLICY LINK, the terms of which are incorporated into this Contract.

12. Limitation of liability: YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.

12.1 Subject to clause 12.2, our total liability to you arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will be limited to 100% of the total Fees paid under the Contract.

12.2 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:

(a) death or personal injury caused by negligence;

(b) fraud or fraudulent misrepresentation; and

12.3 Subject to clause 13.2, we will not be liable to you, 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;

(d) loss of anticipated savings;

(e) loss of use or corruption of software, data or information;

(f) loss of or damage to goodwill; and

(g) any indirect or consequential loss.

12.4 We have given commitments as to compliance of the Courses with the relevant specification in clause 5.2. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.

12.5 Unless you notify us that you intend to make a claim in respect of an event within the notice period, we shall have no liability for that event. The notice period for an event shall start on the day on which you became, or ought reasonably to have become, aware of the event having occurred and shall expire twelve (12) months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.

12.6 Nothing in these Terms limits or affects the exclusions and limitations set out in our [LINK TO WEBSITE TERMS AND CONDITIONS OF USE].

12.7 This clause 12 will survive termination of the Contract.

13. Confidentiality

13.1 We each undertake that we will not at any time during the Contract, and for a period of five (5) years after termination of the Contract, disclose to any person any confidential information concerning one another's business, affairs, customers, clients or suppliers, except as permitted by clause 13.2.

13.2 We each may disclose the other's confidential information:

(a) to such of our respective employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of exercising our respective rights or carrying out our respective obligations under the Contract. We will each ensure that such employees, officers, representatives, subcontractors or advisers comply with this clause 13; and

(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

13.3 Each of us may only use the other's confidential information for the purpose of fulfilling our respective obligations under the Contract.

14. Termination, consequences of termination and survival

14.1 Termination. Without limiting any of our other rights, we may suspend the performance of the Courses, or terminate the Contract with immediate effect by giving written notice to you if:

(a) you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within thirty (30) days of you being notified in writing to do so;

(b) you fail to pay any amount due under the Contract on the due date for payment;

(c) you take any step or action in connection with you entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, 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 your assets or ceasing to carry on business;

(d) you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or

(e) your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy.

14.2 Consequences of termination

(a) On termination of the Contract, you must return all of Our Materials and any deliverables specified in your order which have not been fully paid for. If you fail to do so, then we may enter your premises and take possession of them. Until they have been returned, you will be solely responsible for their safe keeping and must not use them for any purpose unconnected with the Contract.

(b) Termination of the Contract will not affect your or our rights and remedies that have accrued as at termination.

14.3 Survival. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.

15. Force Majeure Events

15.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control (Force Majeure Event).

15.2 If a Force Majeure Event takes place that affects the performance of our obligations under the Contract:

(a) we will contact you as soon as reasonably possible to notify you; and

(b) our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Force Majeure Event. We will arrange a new date for performance of the Courses with you after the Force Majeure Event is over.

15.3 You may cancel the Contract affected by a Force Majeure Event which has continued for more than thirty (30) days]. To cancel please contact us. If you opt to cancel we will refund the price you have paid, less the charges reasonably and actually incurred us by in performing the Courses up to the date of the occurrence of the Force Majeure Event.

16. Communications between us

16.1 When we refer to "in writing" in these Terms, this includes email.

16.2 Any notice or other communication given under or in connection with the Contract must be in writing and be delivered personally, sent by pre-paid first class post or other next working day delivery service, or email.

16.3 A notice or other communication is deemed to have been received:

(a) if delivered personally, on signature of a delivery receipt or at the time the notice is left at the proper address;

(b) if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second working day after posting; or

16.4 In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.

16.5 The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.

17. General

17.1 Assignment and transfer

(a) We may assign or transfer our rights and obligations under the Contract to another entity but will always notify you in writing or by posting on this webpage if this happens.

(b) You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.

17.2 Variation. Any variation of the Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives).

17.3 Waiver. If we do not insist that you perform any of your obligations under the Contract, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.

17.4 Severance. Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.

17.5 Third party rights. The Contract is between you and us. No other person has any rights to enforce any of its terms.

17.6 Governing law and jurisdiction. The Contract is governed by English law and we each irrevocably agree to submit all disputes arising out of or in connection with the Contract to the exclusive jurisdiction of the English courts.