PROVISION OF TRAINING
(updated November 2018)
- “Booking”: the Customer's booking of the Training booked through the Company’s offices or on the Website and as set out in the Confirmation Letter or as detailed as part of the online booking process on the Website.
- “Business Day”: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
- “Cancellation Policy”: the Company’s cancellation policy as detailed at clause 4.3.
- “Charges”: the charges payable by the Customer for the supply of the Training in accordance with clause 5 (Charges and payment).
- “Commencement Date”: has the meaning given in clause 2.2.
- “Company”: The Eyelash Design Company Limited registered in England and Wales with company number 05908064.
- “Conditions”: these terms and conditions as amended from time to time in accordance with clause 11.5.
- “Confirmation Letter”: the letter from the Company to the Customer confirming the details of the Training in regards to, without limitation, description, date, time, venue and duration.
- “Contract”: the contract between the Company and the Customer for the supply of the Training in accordance with these Conditions.
- “Control”: shall be as defined in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly.
- “Customer”: the person or business who purchases Training from the Company.
- “Customer Default”: has the meaning set out in clause 4.2.
- “Data Protection Legislation”: up to but excluding 25 May 2018, the Data Protection Act 1998 and thereafter (i) unless and until the GDPR is no longer directly applicable in the UK, the GDPR and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK and then (ii) any successor legislation to the GDPR or the Data Protection Act 1998
- “Deposit”: a non-refundable deposit of £100 (except in regards to Training for the Company’s brand Microblading by Brow Perfect which shall be a non-refundable deposit of £300) taken against the full cost of the Training in accordance with clause 5.3.
- “Intellectual Property Rights”: patents, rights to inventions, copyright and related rights, moral rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
- “Personal Data”: has the meaning set out in section 1(1) of the Data Protection Act 1998 and relates only to personal data, or any part of such personal data, in respect of which the Customer is the Data Controller and in relation to which the Company is providing Services under the Contract.
- “Process”: has the meaning set out section 1(1) of the Data Protection Act 1998.
- “Training”: the beauty training services, supplied by the Company to the Customer to designed to allow the Customer to provide the relevant Treatment following Training and certification.
- “Training Date”: the date on which the Training will take place.
- “Treatment”: the beauty treatment in which the Customer receives their Training and which is to be performed by the Customer as a business service to the end user.
- “Website”: the Company’s website at www.lashperfect.co.uk through which the Booking may be made.
- 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.
- Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
- A reference to writing or written includes email.
2. BASIS OF CONTRACT
- The Booking constitutes an offer by the Customer to purchase the Training in accordance with these Conditions.
- The Booking shall be deemed to be accepted by the Company when it has received full payment (pursuant to clause 5.3) from the Customer at which point and on which date the Contract shall come into existence (“Commencement Date”).
- Any descriptive matter or advertising issued by the Company, and any descriptions or illustrations contained in the Company’s marketing material either online or in print, are issued or published for the sole purpose of giving an indication of the Training described in them. They shall not form part of the Contract or have any contractual force.
- These Conditions apply to the Contract 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.
- 2.5 Any quotation given by the Company shall not constitute an offer, and is only valid for a period of 10 Business Days from its date of issue.
- The parties acknowledge that they are dealing with each other under the Contract in the course of their respective businesses.
3. SUPPLY OF TRAINING
- The Company shall endeavour to supply the Training to the Customer in a manner that could be reasonably expected of a Company providing professional training.
- The Company shall endeavour to provide the Training in accordance with the details set out in the Confirmation Letter. Any dates provided shall be estimates only and time shall not be of the essence for the performance of the Training.
- The Company reserves the right to make amendments relating to the provision or content of the Training at any time in order to ensure due compliance with any applicable law or regulatory requirement or if any such amendment will not materially affect the nature or quality of the Training.
- The Company warrants to the Customer that the Training will be provided using reasonable care and skill.
4. CUSTOMER'S OBLIGATIONS
- The Customer shall:
- ensure that the terms of the Booking set out in the Confirmation Letter are complete and accurate and shall ensure that the Company is informed of any inaccuracies promptly and in any event within 2 days of receipt of the Confirmation Letter;
- co-operate with the Company in all matters relating to the Training;
- provide the Company with such information as the Company may reasonably require in order to supply the Training, and ensure that such information is complete and accurate in all material respects;
- obtain and maintain all necessary insurances, licences, permissions and consents which may be required for the Training and/or provision of the Treatment before the date on which the Training is provided;
- comply with all applicable laws, including health and safety laws;
- if applicable in relation to any Training provided by the Company that takes place at the Customer’s premises:
- provide the Company, its employees, agents, consultants and subcontractors, with access to their premises and other facilities as reasonably required by the Company; and
- prepare their premises for the supply of the Training
- If the Company's performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (“Customer Default”) without limiting or affecting any other right or remedy available to it, the Company shall have the right to suspend performance of the Training until such time the Customer remedies the Customer Default.
- The Customer’s cancellation or rescheduling of any Training shall be deemed a Customer Default and the terms relating to the cancellation or rescheduling of Training as set out below and in the Confirmation Letter or as detailed in the online booking process on the Website shall apply:
- If the customer cancels Training any time after the Booking, but with more than 24 hours’ notice prior to the Training Date, the Deposit shall be retained or, if payment for the Training has been made in full in accordance with clause 5.3 below, the full amount less the Deposit shall be refunded to the Customer.
- If the Customer fails to attend any Training with no notice or cancels with less than 24 hours’ notice prior to the Training Date, subject to the Customer’s rights to reschedule, the Customer shall not be entitled to any refund, except at the Company’s absolute discretion.
- The Customer shall have the right to reschedule any Training free of charge on one occasion if rescheduled 10 or more working days prior to the Training Date.
- If the Customer reschedules the Training with less than 10 working days’ notice prior to the Training Date but more than 24 hours’ notice prior to the Training Date, the Customer will be charged a £100 administration fee.
- If the Customer reschedules the Training with less than 24 hours’ notice prior to the Training Date the Customer will be charged a £150 administration fee.
- Notwithstanding the Customer’s rights at clauses 4.3.3 to 4.3.5 above, the Company reserves the right at its absolute discretion to implement additional charges of £50 on each occasion if the Customer requests to reschedule Training more than once.
- The Company reserves the right to reschedule or cancel Training from time to time and this right shall be at its absolute discretion.
- If the Customer needs to cancel or reschedule the Training out of office hours (over the weekend or between the hours of 5pm and 9am and after 4pm on a Friday), the Customer must email the Company at email@example.com. The email must include details of the Customer’s name or salon name, contact number, date of Training and training venue. For the avoidance of doubt all the Company’s cancellation and rescheduling terms set out above will still apply if cancelling out of hours.
5. CHARGES AND PAYMENT
- The Charges for the Training shall be as agreed with the Company and as stated in the Confirmation Letter or as detailed in the online booking process on the Website.
- The Company shall invoice the Customer for the Training at the time of Booking.
- 5.3 The Customer will be required to pay the full amount for the Training or the Deposit at the time of Booking (unless otherwise agreed by the Company at its absolute discretion) in order to secure their place on the Training. If a Deposit is paid then full payment of the balance will be due no less than 10 days before the Training. Time for payment of all Charges under these Conditions shall be of the essence and the Company shall be under no obligation to provide Training to a Customer who has not paid in full for the Training prior to the Training Date.
- If the Customer fails to make a payment of any of the Charges due to the Company under the Contract by the due date, then, without limiting the Company's remedies under Clause 9, the Customer shall 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 5.4 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%.
- All amounts due from the Customer under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any authorised deposit, deduction or withholding of tax as required by law).
- Notwithstanding the Cancellation Policy detailed at clause 4.3 above, the Deposit shall be forfeited if the Customer fails to attend the Training within 6 months of the Booking.
6. INTELLECTUAL PROPERTY RIGHTS & LICENCE TO USE MATERIAL
- All Intellectual Property Rights in or arising out of or in connection with the Training and Treatment shall be owned by the Company.
- The Company grants to the Customer, or shall procure the direct grant to the Customer of, a fully paid-up, non-exclusive, royalty-free licence from the date of the Booking and for as long as the Customer is providing the Treatment as part of its business in a manner that could reasonably be expected of a professional beauty services provider, to copy and use the Company’s material for the purpose of promoting and performing the Treatment in its business (“Licence”).
- The Customer shall not sub-license, assign or otherwise transfer the rights granted in clause 6.2.
- The Company reserves the right to terminate the Licence and the Customer’s right to use any materials supplied to the Customer at any time at its absolute discretion.
- The Customer grants the Company a fully paid-up, non-exclusive, royalty-free, non-transferable licence to use, copy and modify any materials provided by the Customer to the Company in connection with the Customer’s provision of the Treatment in its business.
7. DATA PROTECTION AND DATA PROCESSING
- The Customer and the Company acknowledge that for the purposes of the Data Protection Act 1998, the Company is the data controller and the data processor in respect of any Personal Data.
- The Company shall process the Personal Data to carry out its obligations arising from the Contract and further to provide the Customer with information relating to the Company’s products and services, to provide the Customer with ongoing support services or otherwise in the course of its business dealings with the Customer as an account holder.
- The Company shall take reasonable steps to ensure the reliability of all its employees who have access to the Personal Data and to process the Personal Data in compliance with all applicable laws, enactments, regulations, orders, standards and other similar instruments.
- The Company may authorise a third party (subcontractor) to process the Personal Data.
8. LIMITATION OF LIABILITY: THE CUSTOMER'S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.
- Nothing in the Contract shall limit or exclude the Company's liability for:
- death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
- fraud or fraudulent misrepresentation; or
- breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession) or any other liability which cannot be limited or excluded by applicable law.
- Subject to clause 8.1, the Company shall not be liable to the Customer, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
- loss of profits;
- loss of sales or business;
- loss of agreements or contracts;
- loss of anticipated savings;
- loss of use or corruption of software, data or information;
- loss of or damage to goodwill; and
- any indirect or consequential loss.
- Subject to clause 8.1, the Company's total liability to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract shall be limited to cost of the Training.
- The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
- This clause 8 shall survive termination of the Contract.
- The Customer can terminate the Contract subject to the terms of the Cancellation Policy.
- The Company may terminate the Contract with immediate effect by giving written notice to the Customer:
- if the Customer commits a material breach of any term of the Contract;
- the Customer takes any step or action in connection with its entering administration, provisional liquidation 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 otherwise suspends or threatens to suspend or ceases to carry on all or substantial part of its business;
- the Customer fails to pay any amount due under the Contract on the due date for payment; or
- there is a change of control of the Customer.
- Without affecting any other right or remedy available to it, the Company may suspend the supply of Training under the Contract or any other contract between the Customer and the Company if the Customer fails to pay any amount due under the Contract on the due date for payment, the Customer becomes subject to any of the events listed in clause 9.2, or the Company reasonably believes that the Customer is about to become subject to any of them.
10. CONSEQUENCES OF TERMINATION
- On termination of the Contract for whatever reason:
- the Customer shall immediately pay to the Company any outstanding unpaid invoices and interest or amounts due under the Cancellation Policy;
- the Customer shall immediately cease to use any of the Intellectual Property Rights under the Licence and shall cease promoting the Treatment in any way.
- Termination of the Contract shall not affect any 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 Contract which existed at or before the date of termination.
- Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.
- Force majeure. The Company shall not be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.
- Assignment and other dealings.
- The Company may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.
- The Customer shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract.
- Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 11.3.2.
- Each party may disclose the other party's confidential information:
- to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party's obligations under the Contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 11.3; and
- as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
- Neither party shall use the other party's confidential information for any purpose other than to perform its obligations under the Contract.
- Entire agreement.
- The Contract constitutes 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.
- Each party acknowledges that in entering into the Contract 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 Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation [or negligent misstatement] based on any statement in the Contract.
- Nothing in this clause shall limit or exclude any liability for fraud.
- Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
- Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
- Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
- All notices given under this agreement must be in writing either to a valid email address or postal address.
- Notices will be deemed received and properly served 24 hours after an email is sent, or three days after the date of posting of any letter.
- 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.
- Third party rights.
- Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
- The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.
- Governing law & jurisdiction. Any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation shall be governed by English law and shall be subject to the exclusive jurisdiction of the court of England.