BSI TERMS AND CONDITIONS

In-House: Training provided by BSI at theCustomer’s premises for the Customer’s Delegates.

TRAINING
1.

APPLICATION

1.1

These terms and conditions (the Terms andConditions) shall apply to the provision of theTraining by BSI to the Customer.

2.

INTERPRETATION

2.1

In these Terms and Conditions, unless the context
otherwise requires, the following expressions shallhave the following meanings:

Online Booking Process: The booking process
available through the following websites or its links:
https://www.bsigroup.com/en-GB/ourservices/training-courses/
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.
Public: Training provided by BSI at a physicallocation or online for all Customers and Delegates.

Agreement: these Terms and Conditions and (i) thesigned Contract for Services; or (ii) completed Online
Booking Process.

Training: the training, either In-house or Public, tobe supplied by BSI to the Customer as described in
the Contract for Services or as part of the Online
Booking Process.

Business Day: a day other than a Saturday, Sundayor public holiday in England, when banks in London
are open for business.
BSI: the BSI entity stated in the Contract for
Services.

Training Materials: any materials or documents
provided by BSI as part of the Training.
2.2

A reference to a statute or statutory provision is areference 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 effectwhen either:

Charges: the charges payable by the Customer for
the Training in accordance with clause 6 (Charges
and payment).
Contract for Services: The document sent by BSI
to Customer, following an indication by Customerthat it wishes to obtain training services from BSI,
setting out the details of the Training to be provided
and the basis upon which BSI proposes to provide
them.
Delegate(s): an individual or representative
scheduled by the Customer to attend the Training.
Customer: the person or firm who purchases theTraining from BSI.
Customer Data: the data provided by the Customer
for the purpose of facilitating the Training.

The General Data Protection Regulation(GDPR), the Data Protection Act 2018, thePrivacy and Electronic Communications (ECDirective) Regulations 2003; and(b)

any other legislation in force from time totime relating to privacy and/or theProcessing of Personal Data and applicableto the provision and receipt of Training
under these Terms and Conditions; andany statutory codes of practice issued by the
Information Commissioner in relation to such
legislation.

Customer completes the Online Booking Process;
or

3.1.2

Upon receipt by BSI of an electronic or hard copyof the Contract for Services signed by the
Customer, at which point these Terms andConditions shall be deemed incorporated into theContract for Services.

3.2

Save for terms pertaining to the relevant Training in
the Online Booking Process or the Contract for
Services, any descriptive matter or advertising issued
by BSI, and any descriptions contained in BSI's
catalogues, brochures or on their website, are issued
or published for the sole purpose of giving anapproximate idea of the Training described in them;
They shall not form part of these Terms andConditions nor have any contractual force.

3.3

These Terms and Conditions apply to the exclusion of
any other terms that the Customer seeks to impose
or incorporate, or which are implied by trade,custom, practice or course of dealing.

3.4

Any Contract for Services is only valid for acceptancefor a period of 30 calendar days from its date ofissue.

Data Protection Legislation: means:
(a)

3.1.1

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4.

SUPPLY OF THE TRAINING

6.3.2

BSI ceasing to provide the Training; and/or

4.1

BSI shall use reasonable endeavours to supply theTraining to the Customer in accordance with theseTerms 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.

6.3.3

BSI withholding any certification due to theDelegates from the Training.

4.2

6.4

BSI shall use reasonable endeavours to meet any
specified training dates, but any such dates shall be
anticipated dates only and may be subject toalteration.

4.3

BSI reserves the right to amend the Agreement if
necessary to comply with any applicable law or
regulatory requirement, or if the amendment will notmaterially affect the nature or quality of the Training,
and BSI shall notify the Customer in any such event.

4.4

6.4.1

6.5

Notwithstanding the above sub-clauses, BSI reserves
the right to cancel Training at any time, without
incurring additional liability to the Customer or any
Delegates. In such circumstances, BSI will offer (atits sole discretion) alternative dates, a full refund, ora credit note.

5.

CUSTOMER'S OBLIGATIONS

5.1

The Customer shall:
5.1.1

co-operate with BSI in all matters relating to theTraining;

5.1.2

provide BSI, its employees, agents, consultants
and subcontractors, with any information which
may reasonably be required by BSI in theorganisation of the Training, including, but notlimited to, details in respect of the Delegate(s)and ensure that such information is complete andaccurate in all material respects; and5.1.3

where Training is being delivered at its premises,
provide BSI with (i) access, training space andany equipment necessary for the delivery of theTraining; and (ii) such facilities as are reasonably
notified to the Customer in advance.

6.

CHARGES AND PAYMENT

6.1

Unless otherwise stated in the Contract for Services,
the Charges for the Training shall be calculated on a
per session per Delegate basis.

6.2

The Customer shall pay any invoice submitted by BSI
within 30 calendar days of the date of the invoice,and in any event prior to the Training taking place, toa bank account provided on the invoice by BSI, or in
the case of online bookings, shall make payment as
required by the Online Booking Process.

6.3

Failure by the Customer to pay any Charges when
they fall due may (at BSI's discretion) result in:
6.3.1

the Delegates' place on the Training being
withdrawn;

Without prejudice to any other right or remedy that it
may have, if the Customer fails to pay BSI any sum
due under this Agreement on the due date:
the Customer shall pay interest on the overdue
sum from the due date until payment of theoverdue sum, whether before or after judgment.
Interest under this clause will accrue each day at
4% a year above the Bank of England’s base ratefrom time to time.
All sums payable to BSI under this agreement:
6.5.1

are exclusive of VAT, and the Customer shall in
addition pay an amount equal to any VAT
chargeable on those sums on delivery of a VAT
invoice; and6.5.2

shall be paid in full without any set-off,counterclaim, deduction or withholding (otherthan any deduction or withholding of tax asrequired by law).

7.

CANCELLATION

7.1

The Customer may cancel Public Training on 30
calendar days’ notice to BSI. Cancellations must be
provided in writing to the BSI Business Development
Executive and training.admin@bsigroup.com. Public
Training may not be cancelled or rescheduled within
30 days of the start date of the Public Training.

7.2

The Customer may cancel In-House Training on 45
calendar days’ notice to BSI. Cancellations must be
provided in writing to the BSI Business Development
Executive and training.admin@bsigroup.com. InHouse Training may not be cancelled or rescheduledwithin 45 days of the start date of the In-House
Training.

7.3

Non-classroom based Training may not be cancelled
or rescheduled under any circumstances and Charges
for non-classroom based Training are therefore nonrefundable.

7.4

Training may only be cancelled by the Customer inaccordance with this clause 7. If a Customer orDelegates fail to attend all or part of any Training,full payment of the Charges shall be required.

7.5

If a refund is approved by BSI, it will be madethrough the original mode of payment only.

8.

INTELLECTUAL PROPERTY RIGHTS

8.1

All intellectual property rights in or arising out of or inconnection with the Training, including any
associated Training Materials shall be owned by BSI.

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8.2

No reproductions, scans or copies (wholly or in part)shall be made of the Training Material without theprior written consent of BSI.

9.

CUSTOMER DATA

9.1

As between the parties, the Customer shall own all
right, title and interest in and to all of the Customer
Data.

9.2

The Customer grants BSI an irrevocable, unlimited
and royalty-free licence to use the Customer Data
provided to BSI for the purposes of providing theTraining.

9.3

Each party warrants that for the purposes of thisAgreement it:
9.3.1

shall comply with the provisions of the Data
Protection Legislation, including without limitationthat it:
(a)

(b)

(c)

(d)

(e)

9.3.2

9.3.3

9.3.5

shall, except to the extent prohibited byapplicable law, consult the other party in goodfaith as to the timing, manner and content of any
response to a complaint from a data subject orapproach by any Regulatory Body in connection
with compliance with the Data Protection
Legislation in connection with the Agreement.
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:10.1.1death or personal injury caused by negligence;

10.1.2

fraud or fraudulent misrepresentation; and10.1.3

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

10.2

shall have in place appropriate technical andorganisational security measures against
unauthorised or unlawful Processing of
Personal Data and against accidental loss ordestruction of, or damage to, Personal Dataand shall take all reasonable steps to ensure
the reliability of its personnel who haveaccess to such Personal 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;
shall not transfer Personal Data outside theEuropean Economic Area save in accordancewith the Data Protection Legislation;

shall, except to the extent prohibited byapplicable law, inform the other party uponreceipt of a complaint from a data subject orif approached by any regulatory body inconnection with its compliance with the Data
Protection Legislation in connection with thisAgreement;

10.

shall use Personal Data in accordance withthe permissions or consents obtained fromthe data subjects (as defined in the Data
Protection Legislation) or otherwise inaccordance with the Data Protection
Legislation;
shall communicate to the other party theterms of any permissions or consents
obtained from the data subjects;

9.3.4

10.2.1

BSI shall not be liable whether in tort (including
for negligence or breach of statutory duty),
contract,
misrepresentation,
restitutionorotherwise 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

BSI's total aggregate liability in contract, tort(including negligence or breach of statutoryduty), misrepresentation, restitution or otherwise,
arising in connection with the Agreement shall belimited to the total Charges paid for the Training.

10.3

The terms implied by sections 13 to 15 of the Sale ofGoods Act 1979 and sections 3 and 4 of the Supply ofGoods 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 theAgreement.

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 toinclude information that:shall comply with any request or notice it
receives from a data subject in its capacity
as a data controller;
shall upon request provide such assistance as isreasonably necessary to the other party to enable
that party to comply with its obligations as a data
controller (as defined in the Data Protection
Legislation);shall inform the other party as soon as reasonably
practicable of the discovery of any actual orsuspected data-breach relating to the Processingof Personal Data in connection with thisAgreement;

Subject to clause 10.1:

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11.1.1

is or becomes publicly known other than throughany act or omission of the receiving party;

11.1.2was in the other party's lawful possession before
the disclosure;

11.1.3is lawfully disclosed to the receiving party by athird party without restriction on disclosure; or

11.1.4in connection with any analogous procedure in
the relevant jurisdiction;
12.1.3the other party suspends, or threatens tosuspend, or ceases or threatens to cease to carryon all or a substantial part of its business; or

12.1.4the other party's financial position deteriorates tosuch 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.

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 theother's confidential information in confidence and not
make the other's confidential information available toany third party, or use the other's confidential
information for any purpose other than theimplementation of the Agreement.

12.2

Without affecting any other right or remedy available
to it, BSI may terminate the Agreement withimmediate effect by giving written notice to theCustomer if the Customer fails to pay any amountdue under the Agreement on the due date forpayment

11.3

A party may disclose confidential information to theextent such confidential information is required to bedisclosed by law, by any governmental or otherregulatory 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 otherparty as much notice of such disclosure as possible
and, where notice of disclosure is not prohibited andis given in accordance with this clause 11.3, it takes
into account the reasonable requests of the otherparty in relation to the content of such disclosure.

13.

CONSEQUENCES OF TERMINATION

13.1

On termination of the Agreement:

11.4

The Customer acknowledges that its information may
be used by BSI on an anonymous basis without
limitation including compiling and publishing reports.

13.2

11.5

The above provisions of this clause 11 shall survive
termination of the Agreement, however arising.

Termination of the Agreement shall not affect any of
the rights, remedies, obligations or liabilities of theparties that have accrued up to the date of
termination, including the right to claim damages inrespect of any breach of the Agreement which
existed at or before the date of termination.

12.

TERMINATION14.

FORCE MAJEURE

12.1

Without affecting any other right or remedy available
to it, either party to the Agreement may terminate itwith immediate effect by giving written notice to theother party if:

12.1.1the other party commits a material breach of any
term of the Agreement which breach isirremediable or (if such breach is remediable) fails
to remedy that breach within a period of 30
calendar days after being notified in writing to doso;

12.1.2the other party takes any step or action inconnection 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 orderof the court, unless for the purpose of a solvent
restructuring), having a receiver appointed to anyof its assets or ceasing to carry on business or, if
the step or action is taken in another jurisdiction,

13.1.1

the Customer shall return any of the Training
Materials which have not been fully paid for; and13.1.2any provision of the Agreement that expressly or
by implication is intended to come into orcontinue in force on or after termination of theAgreement shall remain in full force and effect.

BSI shall have no liability to the Customer under the
Agreement if it is prevented from or delayed inperforming its obligations under the Agreement, orfrom carrying on its business, by acts, events,
omissions or accidents beyond its reasonable control,
including, without limitation, strikes, lock-outs orother industrial disputes (whether involving theworkforce of BSI or any other party), failure of autility 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 subcontractors, provided that the Customer is notified ofsuch 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).

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16.

WAIVERNo failure or delay by a party to exercise any right orremedy provided under the Agreement or by law
shall constitute a waiver of that or any other right orremedy, 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 shallprevent or restrict the further exercise of that or any
other right or remedy.

17.

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 firstclass 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 thetime sent in respect of an email).

23.

GOVERNING LAW

SEVERANCE
If any provision or part-provision of the Agreement isor becomes invalid, illegal or unenforceable, it shallbe deemed deleted, but that shall not affect thevalidity and enforceability of the rest of theAgreement.

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

and permitted assigns) pursuant to the Contracts(Rights of Third Parties) Act 1999.

Each party acknowledges that in entering into theAgreement it does not rely on, and shall have noremediesinrespectof,anystatement,
representation, assurance or warranty (whether
made innocently or negligently) that is not set out in
the Agreement.

19.

ASSIGNMENT AND SUBCONTRACTING

19.1

The Customer shall not, without the prior writtenconsent of BSI, assign, transfer, charge, sub-contract
or deal in any other manner with all or any of its
rights or obligations under the Agreement, suchconsent may be withheld in BSI's sole discretion.

19.2

BSI may at any time assign, transfer, charge, subcontract or deal in any other manner with all or anyof its rights or obligations under the Agreement.

20.

NO PARTNERSHIP OR AGENCY

The Agreement and any dispute or claim arising outof or in connection with it or its subject matter orformation (including non-contractual disputes orclaims) shall be governed by and construed inaccordance with the law of England and Wales.
24.

JURISDICTION
Each party irrevocably agrees that the courts ofEngland and Wales shall have exclusive jurisdiction tosettle any dispute or claim arising out of or inconnection with the Agreement or its subject matteror formation (including non-contractual disputes orclaims).

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 theother, and neither party shall have the authority to
act in the name or on behalf of or otherwise to bindthe other in any way (including, but not limited to,the making of any representation or warranty, theassumption of any obligation or liability and theexercise 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 theAgreement and, where applicable, their successors

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