Appendix: Terms and Conditions Terms of Business for the EBW Online System and Materials
In These Conditions:-
“Client” means the Delegate, the User, the Registered Distributor, the Registered Facilitator, Test Administrator and any other person (legal or natural) purchasing or using the Company’s Materials.
“Company” means BRENTFIELD CONSULTANCY Limited (whose registered office is at Brentfield House, 15 Brentfield Road, Dartford, Kent DA1 1YJ) or any of its subsidiaries acting singly or collectively or any other subsidiary of Brentfield Consultancy Ltd (of which EBW online is a subsidiary). “Delegate” means the person sent on one of the Company’s Training Courses.
“Materials” means test and training materials whether written or in the form of a video or software program or “EBW Online System” the Company’s online assessment and expert report system.
“The User” means the person who being assessed by using the materials supplied by Brentfield Consultancy or one of their distributors.
‘User Units’ means user codes to allow Users to access the EBW online system.
‘Registered Distributor’ means a person or company who is recognised partner of the EBW system
“Registered Facilitator” means a person who has successfully completed a Training Course (and/or has passed a test) and has been approved by the Company to be Registered to use the Materials.
“Test Administrator” means a person who has been trained and qualified by the Company to administer tests and EBW questionnaires under the supervision of a Registered Facilitator employed in the same organisation.
“Trade Marks” mean the EBW, EBW Online System and BRENTFIELD CONSULTANCY Registered trade marks and other trade marks of the Company.
“Training Course” means the Company’s training courses for Clients designed to lead to the award of a certificate, registration of diploma.
The Headings in these conditions are for convenience only and shall not affect their interpretation.
These Conditions override any earlier conditions appearing in the Company’s catalogues or elsewhere or referred to by the Client whether in the order or any negotiations.
These Conditions shall govern the contract between the Company and the Client to the exclusion of any other conditions.
Details of the fees for Training Courses and specific terms and conditions for Training Courses are set out in the Company’s current brochure.
All invoices shall be paid before attending the training course.
The Client shall be entitled to a full refund of any Training Course fees if a written notice (and acknowldgement by the Company is received by the client) of any failure to attend or cancellation or postponement is received by the Company from the Client more than twenty one days before the start date of such Training Course. even if the failure to attend is beyond the Client’s control.
The Client shall only be entitled to a 50% refund of any Training Course fees if a written notice (and acknowldgement by the Company is received by the client) of any failure to attend or cancellation or postponement is received by the Company from the Client more than fourteen days before the start date of such Training Course. even if the failure to attend is beyond the Client’s control.
The Client shall not be entitled to a refund of any Training Course fees if a written notice (and acknowldgement by the Company is received by the client) of any failure to attend or cancellation or postponement is received by the Company from the Client less than 14 days before the start date of such Training Course. even if the failure to attend is beyond the Client’s control.
Substitutions can be accepted providing the Delegate has not completed any of the pre-course training requirements.
The Company has the right to alter Training Course details at any time.
The Company gives no guarantee that every Delegate will, on the completion of a Training Course or the sitting of a test, obtain the award or relevant certificate, registration or diploma.
Licences and Qualifications
The Company’s Conditions of supply are incorporated into these Conditions. These include, without limitation, the need for valid, EBW Certificates and specified qualifications before an order will be accepted or fulfilled and limits on the use of Materials and EBW User Units.
Conditions of use of Materials
Materials shall only be supplied to Registered Distributors, Registered Facilitators and should only be used by Registered Facilitators or by Test Administrator under supervision.
A maximum of 3 Test Administrators may operate under the supervision of 1 Registered User who must work at the same location. A Test Administrator must not use Materials without the supervision of a Registered User.
Materials are for Faciliatators' use with their Users and should be for their User’s internal use only, unless otherwise authorised by BRENTFIELD CONSULTANCY Ltd in writing. For the avoidance of doubt, materials may not be passed on, re-sold or used for the benefit of any third party (including the assessment of candidates by a User for third parties). Only Registered Facilitators may use EBW Materials.
Manuals and User’s Guides that are supplied to any Client and should be treated as confidential.
Materials are supplied on the express condition that they will be used within the ethical guidelines set out in the Materials User Manuals and BRENTFIELD CONSULTANCY Ethical and Professional Guidelines and Policy published by the Company as updated by supplements and newsletters and in accordance with these Conditions from time to time. The Company reserves the right to withhold Materials from those who do not comply with such guidelines and/or cancel the Registration of Registered Distributors, Registered Facilitators who are responsible for such non-compliance. An example of non-compliance would be where an EBW Facilitator does not provide 1 to 1 facilitated feedback when supplying an EBW Advance Report to a User.
EBW Online and Conditions of Supply
Clients may not rent, lease, modify, translate, reverse engineer, decompile, disassemble or create derivative works based on EBW Online Assessment System or Brentfield Consultancy’s websites without expressed permission of a Director of Brentfield Consultancy Ltd. You may not make access to Brentfield Consultancy Ltd online systems (EBW Online), available to others in connection with a service bureau, application service provider, or similar business, or use Brentfield Consultancy Ltd website or online systems in a business with out first obtaining permission from Brentfield Consultancy Ltd.
Materials or training ordered on the EBW Online System shall mean the items detailed in the appropriate section of the sales/order form and it shall be a core term of this agreement that all additional parts, connecting components or ancillary items, not detailed within the sales order form, shall be additional to this agreement. Orders placed via the EBW online System shall be mere offers to purchase and shall not be accepted or binding upon the Company until confirmed or acknowledged in writing by the Company by means of invoice or statement. Order acknowledgement shall not amount to confirmation of order and the Company reserve the right to refuse any offer to purchase prior to written confirmation.
Price shall mean the consideration in £ sterling due for purchase and shall include VAT, which shall be shown (for applicable purchases) at the prevailing rate prior to order confirmation by the Buyer. All Buyers within the EEC shall be liable for VAT unless VAT registered within the EEC whereupon the Buyer shall include, prior to any order placed, Company documentation which must contain a valid VAT registration number. For all Buyers, certain other duties or levies may be applicable to any purchase which shall be identified prior to order confirmation by the Buyer. Such taxation price indications shall be in relation to the taxation liability of the Company within the United Kingdom only and shall not include any liabilities of the Purchaser who shall remain liable for any levies or duties placed upon orders within originating Countries. For Purchasers outside the EEC, VAT shall not be applicable. In respect of all contracts outside the United Kingdom, certain local taxes or import levies may be charged by originating Countries which are not within the control or liability the Company. Purchasers should note that prices quoted may vary during the currency of brochures (upwards or downwards) and current prices are quoted at the time of order.
Information about EBW ONLINE SYSTEM published on the World Wide Web may contain references or cross references to EBW ONLINE SYSTEM products, programs and services that are not announced or available in certain countries. Such references do not imply that Brentfield Consultancy Ltd intends to announce such products, programs or services in these countries. Clients should consult their local EBW ONLINE SYSTEM business contact for information regarding the products, programs and services which may be available to them.
EBW ONLINE SYSTEM makes no representations whatsoever about any other Web site which a client may access through this one. When a client accesses a non- EBW ONLINE SYSTEM Web site, even one that may contain the EBW ONLINE SYSTEM logo, please understand that it is independent from EBW ONLINE SYSTEM, and that EBW ONLINE SYSTEMS has no control over the content on that Web site. In addition, a link to a non- EBW ONLINE SYSTEMS Web site does not mean that EBW ONLINE SYSTEMS endorses or accepts any responsibility for the content, or the use, of such Web site. It is up to the Client to take precautions to ensure that whatever he/her selects for their use is free of such items as viruses, worms, trojan horses and other items of a destructive nature.
Intellectual Property Rights
The Client acknowledges that the copyright and all of the trade marks, trade names, patents and other intellectual property rights used or embodied in or used in connection with the Materials, including the manner in which they are presented and all information, documentation and manuals relating to them are the property of the Company unless otherwise stated.
The Client shall not reproduce or copy or vary or adapt the Materials by any means or in any way whatsoever or enter or convert the same into any kind of information storage or retrieval system including but not limited to any form of electronic or computer system.
The content of the Company’s methods of and processing results are secret and confidential and the Client must not disclose them to any third party who is not themselves a Registered Facilitator or Distributor
Answers must be given on the Company’s approved sheets and Users and Test Administrators are not permitted to use any other materials or forms for such purpose since such use may prejudice the integrity of the results and the Company’s intellectual property rights.
The Client acknowledges that the Trade Marks are the property of the Company and use of the Trade Marks by the Client will at all times be in keeping with these terms of business and the Client will seek to maintain their distinctiveness and reputation as determined by the Company from time to time.
The Client will not use the Trade Marks in any way that could bring the reputation of the Company into disrepute.
The Client will not use any mark or name confusingly similar to the Trade Marks in respect of goods similar to the Materials and will not use the Trade Marks on any goods or services other than the Materials.
The Client will not use the Trade Marks as part of any corporate business or trading name of the Client.
Orders of Materials
All orders must state the name and registration number of the Registered Distributor or Registered Facilitator.
Course bookings can be accepted over the telephone by the Company on the condition that they are confirmed either by the Client signing and returning a faxed order form or by other written confirmation.
Materials should be ordered by email or online but will only be supplied to the Registered Distributors or Registered Facilitator user’s address. Registered Distributors and Registered Facilitator should notify the Company of any change of employer or address as soon as is practicable.
Where no Registered Facilitator remains in the organisation the Company reserves the right to reclaim Materials until such time as a qualified Registered Facilitator is adequately trained to use such reclaimed Materials.
A Test Administrator whose employer does not, at a given time, employ a Registered Facilitator must return all Materials to the Company.
Title to the Materials shall not pass to the Client whilst the Client owes any sum of money at all to the Company.
All invoices shall be paid within 30 days of the date of the invoice and before the date of delivery of the materials
Each party shall keep confidential all information obtained from the other pursuant to any contract between the parties and shall not divulge information to any third party without the other’s prior written consent. Each party shall ensure that its servants, agents, employees and sub-contractors are bound by the provisions of this clause.
The Client shall comply with all the provisions of the Data Protection Act 1998 in relation to its use of Materials.
The Client consents to the Company processing personal/candidate data relating to the Client for the purpose of facilitating the Client’s use of the Materials.
We accept no liability for any loss (whether direct or indirect, for loss of business, revenue or profits, wasted expenditure, corruption or destruction of data or for any other indirect or consequential loss whatsoever) arising from your use of the EBW Online System and we hereby exclude any such liability, whether in contract, (including for negligence) or otherwise. We hereby exclude all representations, warranties and conditions relating to the EBW Online Website and System and your use of it to the maximum extent permitted by law. You agree to indemnify us and keep us indemnified against all costs, expenses, claims, losses, liabilities or proceedings arising from the use or misuse by you of the EBW Online System.
All Materials are supplied only on the basis that the Company incurs no liability to the Client, his or her employer or to any other party whether in contract or in tort (including negligence) or otherwise in respect of any matter arising out of the use of the materials or out of the interpretation of the information thereby derived by the Client, the Company or any other party, except that the Company is not limiting its liability for death or personal injury arising from the Company’s or its employee’s negligence, nor from fraudulent misrepresentations which the Client has relied upon.
All reports prepared by the Company represent opinions based on test results and must not be relied upon as statements of fact. In particular, whilst the Company has made efforts to ensure that the materials avoid discrimination based on sexual orientation, religion, gender, race, and age, no guarantee is given that this will be avoided in the interpretation of the tests.
Interruptions and Omissions in Service
Whilst we constantly aim to ensure that the standard of the EBW Online System remains very high and try to maintain the continuity of it, the internet is not an inherently stable medium and errors, omissions, interruptions of service and delays may occur at any time. We do not accept any liability arising from such errors, omissions, interruptions or delays or any ongoing obligation or responsibility to operate this system (or any particular part of it) or to provide the service offered on the EBW Online System. We may at any time vary the specification of the EBW Online System without notice.
Brentfield Consultancy Ltd cannot be responsible for any losses you may incur in transmitting information to us by internet link or by e-mail. Any such loss shall not be borne either wholly or partly by us, and shall be entirely your responsibility.
No waiver by the Company of any breach of these Conditions shall be considered as a waiver of any subsequent breach of the same or any other conditions.
If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby.
These Conditions shall be subject to and construed in accordance with the laws of England and Wales and subject to the exclusive jurisdiction of the courts of England and Wales.
The Company’s brochures and price lists shall be taken into account in deciding what Materials require a Licence. Neither Brentfield Consultancy Ltd nor any of its directors, employees or agents will be liable for damages arising out of or in connection with the use of the EBW Online System. This is a comprehensive limitation of liability that applies to all damages of any kind, including (without limitation) compensatory, direct, indirect or consequential damages, loss of data, income or profit, loss or damage to property and claims of third parties Brentfield Consultancy Ltd does not exclude any liability for death or personal injury resulting from its negligence or the negligence of its directors, employees or agents.
The Company shall not be liable for any default resulting from causes beyond its reasonable control. A person who is not a party to these terms of business shall have no right under the Contracts (Rights of Third parties) Act 1999 to enforce any of these terms of business.