Training Terms and Conditions

1. About these terms

1.1 These terms apply to all training, board development and related services (the Services) provided by LegalCloud Advisory, an advisory and governance practice of LegalCloud Services Ltd, a company registered in England and Wales under number 15409274 (we, us, our).

1.2 They apply to the organisation booking the Services (the Client, you). The Services are provided to businesses and organisations only, not to consumers.

1.3 These terms, together with our proposal or programme structure and invoice for the relevant booking, form the agreement between us (the Agreement). If there is any conflict, a specific term agreed in writing for your booking takes priority over these terms.

2. Bookings and confirmation

2.1 A booking is confirmed when you have (a) accepted our proposal or programme structure in writing, including by email, and (b) paid our invoice, unless we have agreed other arrangements in writing.

2.2 Preparation, including tailoring content to your organisation, begins once a booking is confirmed.

2.3 A delivery date will normally be agreed at confirmation. Where this is not yet possible, an indicative delivery period may be agreed instead, with the specific date to be confirmed in accordance with clause 4.

3. Fees and payment

3.1 Our fees are as set out in our proposal or invoice. Fees are exclusive of VAT, which will be added where applicable.

3.2 Unless otherwise stated on the invoice, payment is due upon receipt of our invoice, by bank transfer to the account shown on it.

3.3 You are responsible for any bank or transfer charges, including for international payments, so that we receive the full invoiced amount.

3.4 Fees cover the scope described in our proposal or programme structure. Additional sessions, participants beyond the agreed number, or significant changes requested after tailoring has begun may be quoted separately.

3.5 We may postpone delivery until payment is received. We reserve the right to charge interest on late payments under the Late Payment of Commercial Debts (Interest) Act 1998.

4. Scheduling and rescheduling

4.1 Delivery dates are agreed between us. Where a delivery period has been agreed, we will work with you to fix a date within it.

4.2 You may reschedule a confirmed date at no additional cost by giving us at least 10 business days’ written notice. Where less notice is given, we will use reasonable efforts to accommodate the change, and may charge any costs we have reasonably and necessarily incurred.

4.3 Fees paid remain valid for delivery within 6 months of the originally agreed date or period. Delivery after that point may be subject to a revised quotation.

4.4 If we need to reschedule due to circumstances such as facilitator illness, we will give as much notice as possible and offer an alternative date at no additional cost. If we cannot agree an alternative date within 3 months, we will refund fees paid for the Services not delivered.

5. Cancellation

5.1 Because preparation begins on confirmation, fees are non-refundable once a booking is confirmed. Fees paid may be applied to a rescheduled session within the period set out in clause 4.3, or, at our discretion, towards other Services of equivalent value.

5.2 If we cancel a booking for reasons within our control, we will refund all fees paid for the Services not delivered.

6. Delivery of the Services

6.1 Unless otherwise agreed, the Services are delivered virtually through an online platform agreed with you.

6.2 Programme structures and outlines are indicative. We may refine content, emphasis, examples and timings to meet the agreed objectives, in discussion with you where changes are material.

6.3 Sessions are designed for the number of participants stated in our proposal. Additional participants may be accommodated by agreement and may affect fees under clause 3.4.

7. Your responsibilities

7.1 You agree to provide, within a reasonable time, the information and documents we reasonably request to tailor the Services, and to ensure they are accurate.

7.2 You are responsible for inviting participants, ensuring their attendance, and informing us in advance of any accessibility requirements.

7.3 Where you host the online platform, you are responsible for providing access, including breakout and collaboration features where these are needed for the session.

8. Confidentiality

8.1 We will treat all documents and information you provide as confidential, and use them solely to tailor and deliver the Services. We will not disclose them to any third party except our professional advisers or where required by law or regulation.

8.2 We will not attribute any views expressed by individual participants during sessions, and any feedback we provide to you after a session will be given at group level unless otherwise agreed.

8.3 On your written request, we will return or securely delete your documents once the Services are complete, subject to any records we are required to keep by law.

8.4 You agree to keep our unpublished materials, methods and pricing confidential.

9. Intellectual property

9.1 All intellectual property in our training materials, including slides, session documents, exercises, case studies, scenarios and methods, belongs to us or our licensors, including where they have been tailored for you.

9.2 We grant you a non-exclusive, non-transferable licence to use materials provided to you for your organisation’s internal purposes. You may not reproduce, adapt, distribute outside your organisation, sell, or use our materials to deliver training to others without our prior written consent.

9.3 Your documents and information remain your property.

10. Recording

Sessions may not be recorded, in whole or in part, without the prior agreement of both parties and the consent of participants.

11. Data protection

11.1 Each party will comply with applicable data protection law, including the UK GDPR and the Data Protection Act 2018, in relation to any personal data shared in connection with the Services.

11.2 We process limited personal data, such as participant names, roles, contact details and feedback, only to arrange, deliver and evaluate the Services, as described in our privacy notice.

12. Nature of the training

12.1 The Services are educational. They provide general information on governance, regulation and board practice and do not constitute legal, regulatory, financial or other professional advice.

12.2 Directors and participants remain responsible for their own decisions and for their organisation’s compliance with applicable law and regulation, and should obtain specific professional advice where needed.

13. Liability

13.1 Nothing in these terms limits or excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot be limited or excluded by law.

13.2 Subject to clause 13.1, we are not liable for any indirect or consequential loss, or for any loss of profit, revenue, business or goodwill, arising in connection with the Services.

13.3 Subject to clause 13.1, our total liability in connection with any booking is limited to the fees paid for that booking.

13.4 We are not responsible for disruption caused by your systems, internet connectivity, or a third-party platform outside our control, although we will work with you to minimise any impact, including by rescheduling under clause 4.

14. Events outside our control

Neither party is liable for delay or failure to perform caused by events beyond its reasonable control, such as a major platform or internet outage, serious illness, natural disaster or government action. The affected party will notify the other promptly, and we will agree a rescheduled date in good faith.

15. General

15.1 Entire agreement. The Agreement is the entire agreement between us for the relevant booking and replaces any earlier discussions.

15.2 Changes. Any change to the Agreement must be agreed in writing; email is sufficient. We may update these terms from time to time; the version in force at the time of your booking applies to it.

15.3 Notices. Notices may be given by email to the contact addresses used for the booking.

15.4 Assignment. Neither party may transfer its rights under the Agreement without the other’s written consent.

15.5 Severability. If any provision is found unenforceable, the rest of the Agreement continues in effect.

15.6 Third parties. No one other than the parties has any right to enforce the Agreement.

15.7 Governing law. The Agreement is governed by the laws of England and Wales, and the courts of England and Wales have exclusive jurisdiction over any dispute arising from it.