We are Pairview Limited trading as Pairview Training Services and we are part of the Pairview Group of companies (“Pairview”, “Pairview Training Services”, “we”, “our” or “us”).
Pairview Limited limits the provision of its educational services to individuals, employees of corporations, partnerships and government organisations who are sponsored by their respective organisations. This agreement is between Pairview Limited and the Client.
(A) Pairview carries on the business providing training services relating to the Services specified in the Booking Form.
(B) The Client engages Pairview to provide the Services to the Client upon the terms and conditions set out in this Agreement.
1. Definitions & Interpretation
1.1. The definitions and rules of interpretation in this clause apply in this Agreement (unless the context requires otherwise):
1.1.1. Confidential Information means information (whether or not recorded in documentary form, or stored on any magnetic or optical disk or memory) relating to the business, products, affairs, finances, training and consultancy services of Pairview for the time being confidential to Pairview and trade secrets including, without limitation, technical data and know-how relating to the business of Pairview or any of its business contacts.
1.1.2. Client means the individual who engages Pairview for the provision of and participates in the Services as set out in the Booking Form.
1.1.3. Booking Form means the Booking Form as set out in this Proposal detailing the pricing and details of the courses and services to be provided by Pairview, as well as any payment plan.
1.1.4. Intellectual Property Rights means patents, rights to inventions, copyright and related rights, trademarks, trade names and domain names, rights in get-up, rights in goodwill or to sue for passing off, rights in designs, rights in computer software, database rights, copyright in works and materials, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which may now or in the future subsist in any part of the world.
1.1.5. Services means the courses and services, as described in the Booking Form.
1.1.6. Staff shall refer to one or more employees, independent contractors or agents used by Pairview from time to time to assist with the performance of the Services.
1.1.7. Termination Date means the date of termination of this Agreement howsoever arising.
1.1.8. Works means all records, reports, documents, papers, drawings, designs, transparencies, photos, graphics, logos, typographical arrangements, software, and all other materials in whatever form, including but not limited to hard copy and electronic form, prepared by Pairview in the provision of the Services or during any previous period in which Pairview provided services to the Client.
1.2. The headings in this Agreement are inserted for convenience only and shall not affect its construction;
1.3. A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension or re-enactment and includes any subordinate legislation for the time being in force made under it;
1.4. A reference to one gender includes a reference to the other gender; and
1.5. The Booking Form forms part of and is incorporated into this Agreement.
2. Scope of Service
2.1. The Booking Form will be used to confirm the details of the Services to be undertaken for the Client.
2.2. Pairview shall not be under any obligation to provide any Services that are not specified on the Booking Form.
2.3. Where the Services include Courses:
2.4.1. Pairview shall provide the Client with the training courses as set out in the Services. The courses shall be delivered to the Client on the dates, at the location, and by the delivery method as set out in the Services; unless they fall into the circumstances and conditions as set out in Clause 5.8 or Clause 13.1 and shall be provided in accordance with Clause 5.8 or Clause 13.1 respectively.
2.4.2. Pairview shall provide the Client with the assignments upon completion of certain courses if specified in the Booking Form and shall give the Client a reasonable timeline to complete each assignment and submit its results to Pairview. In the event that the Client requires additional time to submit the assignment results, the Client may send a request to Pairview. The Client’s request shall be subject to approval, such approval to be subject to the Client’s individual circumstances to be assessed by Pairview in its sole discretion.
3. Client Satisfaction
3.1. In the unlikely event that the Services are not delivered to the standard and description set out under the Booking Form, Pairview shall ensure that reasonable measures are taken to rectify any complaints the Client has raised in respect of the provision of the Services.
4. Commencement and Duration
4.1. This Agreement shall commence on the date of this Agreement.
4.2. This Agreement shall continue until terminated by either party in accordance with Clause 12.
5. Pairview Obligations
5.1. During the term of this Agreement Pairview shall:
5.1.1. Provide the Services with reasonable care and skill and to the best of Pairview’s ability;
5.1.2. Devote such time as may be reasonable and necessary to the carrying out of the Services; and
5.1.3. Promptly give to the Client all information as the Client may reasonably require in connection with matters relating to the provision of the Services.
5.2. If Pairview is unable to perform the Services, Pairview shall advise the Client of that fact as soon as reasonably practicable.
5.3. Pairview shall have the right to provide suitably qualified and skilled Staff or any suitably qualified and skilled substitute to perform the Services on behalf of Pairview.
5.4. Pairview shall use all reasonable endeavours to ensure that Pairview and its Staff are available on reasonable notice to provide such assistance or information as the Client may require.
5.5. Pairview shall comply with all reasonable health and safety procedures from time to time in force at the premises where the Services are provided.
5.6. In the event that the Client and Pairview agree to carry out the Services at Pairview’s training locations, Pairview shall provide at its own cost, a suitable venue and all such necessary equipment as is reasonable for the satisfactory performance by the Staff of the Services.
5.7. In the event that the Client and Pairview agree to carry out the Services at the Client’s sites, the Client shall provide at their own cost, a suitable venue and all such necessary equipment as is reasonable for the satisfactory performance by the Staff of the Services.
5.8. In the event that Pairview has to change a course location, course date, or postpone a course:
5.7.1. Pairview shall give the Client as much advance notice as possible of any such change.
5.7.2. In an event of course date change or course postponement, alternative dates of such course shall be offered to the Client to ensure their availability to attend the course.
5.7.3. Pairview shall not be liable for any additional costs incurred to the Client including travel charges or any consequential damages.
5.9. Pairview has the right to make any reasonable change to the course contents without prior notification to the Client.
6. Client Obligations
6.1. The Client must meet the prerequisites of the Services as set out in the Booking Form for the provision of the Services.
6.2. The Client shall, at their own expense, supply Pairview with all necessary documents, software, data or other information or materials reasonably required by Pairview in order for Pairview to perform the Services effectively.
6.3. The Client must ensure that all fees are duly paid in accordance with this Agreement and as set out in the Booking Form.
6.4. The Client must attend all classes and sessions as specified in the Client’s given timetable and as set out in the Booking Form.
7.1. The Client shall pay to Pairview the fees as set out in the Booking Form.
7.2. The course tuition fee and any other service fee as set out in the Booking Form are due and payable 14 days prior to the start of the courses.
8. Confidential Information
8.1. Pairview acknowledges that during the term of this Agreement Pairview will have access to Confidential Information. Pairview has therefore agreed to accept the restrictions in this clause 8.
8.2. Pairview shall not (except in the proper course of Pairview’s duties) either during the term of this Agreement or at any time after the termination of this Agreement, use or disclose to any person, firm or company (and shall use Pairview’s best endeavours to prevent the publication or disclosure of) any Confidential Information. This restriction does not apply to:
8.2.1. Any use or disclosure authorised by the Client or required by law; or
8.2.2. Any information which is already in, or comes into, the public domain otherwise than through Pairview’s unauthorised disclosure.
9. Intellectual Property/ Conflict of Interest
9.1. The Intellectual Property Rights vested in any copyright, software, specifications, registered and unregistered designs, materials, documents, drawings, models, procedures, data or any other Intellectual Property Rights in the Works carried out by Pairview shall remain in the ownership of Pairview unless otherwise agreed in writing.
9.2. The Client agrees not to engage in any form of business activities/engagement with other Pairview Clients within the scope of services received from Pairview for personal gain or profit during and after 6 months of their Contract Completion with Pairview. The Client understands these actions are liable for persecution.
10. Data Protection
10.1. The Client consents to Pairview holding and processing data relating to the Client for legal, personnel, administrative and management purposes and in particular to the processing of any “sensitive personal data” as defined in the Data Protection Act 1998.
11.1. Pairview shall maintain appropriate insurance policies with reputable insurers in respect of the provision of the Services.
12.1. This Agreement shall terminate in the following circumstances, subject to whichever happens first:
12.1.1. This Agreement shall terminate immediately after Pairview has completed the Services in compliance with Clause 2; or
12.1.2. Either party may terminate this Agreement at any time by giving written notice to the other party if:
184.108.40.206. The Client wishes to terminate the Service at their own discretion; or
220.127.116.11. The other party commits a material breach of any term of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so; or
18.104.22.168. The other party repeatedly breaches any of the terms of this Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Agreement; or
22.214.171.124. The other party is the subject of a bankruptcy petition or order; or
126.96.36.199. The other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his or her own affairs or becomes a patient under any mental health legislation; or
188.8.131.52. The other party (being a company) suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.
12.2. In the event that a notice in respect of termination is received no later than 14 days prior to commencement of the first scheduled course, an administration fee of GBP250 for each participant shall be charged to the Client. The Client shall be entitled to a full refund of any payments made to Pairview prior to termination deducting this administration charge.
12.3. In the event that a notice in respect of termination is received less than 14 days but no later than 7 days prior to commencement of the first scheduled course, Pairview shall be entitled to charge to the Client 50% of the Service fee as set out in the Booking Form.
12.4. In the event that a notice in respect of termination is received later than 7 days prior to commencement of the first scheduled course, for the avoidance of doubt, Pairview shall be entitled to charge to the Client 100% of the Service fee as set out in the Booking Form.
13.1. The Client may reschedule the provision of the Services subject to the following conditions:
13.1.1. If the notice of rescheduling is received less than 14 days but no later than 7 days prior to the scheduled start of the course, the rescheduling is subject to an administration fee of GBP150 for each participant.
13.1.2. If the notice of rescheduling is received less than 7 days but no later than 3 days prior to the scheduled start of the course, the rescheduling is subject to an administration fee of GBP250 for each participant.
13.1.3. If the notice of rescheduling is received later than 3 days prior to the scheduled start of the course, the rescheduling is subject to an administration fee of GBP500 for each participant.
14.1. Any notice required by this Agreement to be given by either party to the other shall be in writing and shall be served by sending the same by registered post or recorded delivery to the last known address of the other party and any receipt issued by the postal authorities shall be conclusive evidence of the fact and date of posting of any such notice.
14.2. For the purpose of clause 14.1 above, email shall be an acceptable form of communication for providing notice to either party.
15.1. The Client shall indemnify Pairview against any liability which shall include, without limitation, all losses, costs, claims, expenses, demands, actions, damages, legal expenses and other fees incurred or suffered as a result of the breach or non-fulfilment of the terms of this Agreement.
16.1. Pairview disclaims all liability for any consequential loss arising from, or in connection with, the Services supplied by Pairview.
16.2. For the purpose of this Agreement, ‘Consequential loss’ shall include, but not be limited to (i) Pure economic loss (ii) Loss of profits (iii) Losses incurred by any third party (iv) Loss of revenue (v) Loss of goodwill and reputation (vi) Loss of opportunity.
16.3. Pairview shall not be liable for any negligent acts or omissions conducted by its agents.
16.4. This Agreement shall not disclaim any liability for personal injury or death arising from Pairview’s own wilful misconduct or negligence.
17.1. No amendment or variation of this Agreement shall be effective unless otherwise agreed in writing and signed by both parties.
18.1. If any part of this Agreement is judged to be invalid, illegal or unenforceable by a court of competent jurisdiction, the parties agree that such part of this Agreement will be severed while the remaining terms of this Agreement shall survive and continue to be enforceable and legally binding on the parties.
19. Force Majeure & Interruption of the Services
19.1. If an instance of force majeure leads to the interruption of the Services, Pairview will be released from its obligations under this Agreement for the period when the Services are interrupted. If in the case of force majeure the fulfilment of the Service is totally prevented on a continuing basis, then Pairview shall be entitled to terminate the contract.
19.2. Claims for damage shall be expressly excluded in the event of a force majeure, and this shall include but not be limited to instances of: Strikes and lock-outs, natural disasters, severe weather, geological changes, war, intervention by state or authority.
19.3. In the event of a force majeure, Pairview shall immediately inform the Client of the details of the intervening event and discuss the appropriate measures to be taken.
19.4. In the event that the Services are interrupted due to unexpected illness or the failure of any transport infrastructure, Pairview will notify the Client as soon as is reasonably practicable. In such circumstances Pairview will make an assessment of the impact of the interrupted Services on the Client, and will seek to reach an agreement with the Client in respect of settlement of any reasonably incurred expenses on a case by case basis.
20. Entire Agreement
20.1. This Agreement and the Booking Form contained herewith sets out the entire agreement of the parties and supersedes all prior agreements and understandings relating to its subject matter.
21. Third Party Rights
21.1. The Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement and no person other than Pairview and the Client shall have any rights under it.
22. Governing Law and Jurisdiction
22.1. This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be referred to an independent arbitrator and governed by and construed in accordance with English law.
22.2. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that cannot be resolved by an independent arbitrator.