These terms and conditions (the "Conditions) set out the basis on which PVM Smart Learning Ltd of 117 Jermyn Street, London SW1 6HH (“we”,“us”,“our”) will supply our products and services to you, our customer (“you”, “your”).
We recommend that you print out and retain a copy of these Conditions, together with any other correspondence or documentation you receive form us in connection with these Conditions.
1. Definitions and Interpretation
1.1 This Condition gives specific meanings to the terms in bold below. Where these terms are used in the Agreement, the meanings given in this Condition will apply. This Condition also includes some general rules that apply in relation to what other terms and phrases in this Agreement mean.
Agreement means the entire agreement between us and you comprising these Conditions, the Booking Form and any Payment Plan that may be entered into in relation to an Learning Service;
Confirmation has the meaning given to it in Condition 5.1
Deposit Payment means the deposit payment that has or will be communicated to you prior to your purchase of the Learning Service;
Default Interest means interest which accrues at a rate of 4% per annum above the base rate of the Bank of England from time to time;
Learning Service means the provision of the Services in respect of the course(s) identified in the Booking Form (or such other course(s) as you and us may from time to time agree in writing) and all related Materials, support and tuition where applicable whether supplied by us or a Third Party Contractor;
Booking Form means the booking form (whether in electronic or hard copy form) completed by you and submitted to us detailing the course(s) which you have enrolled on and specifying the Fees payable by you to us;
Assessment means any examination about your performance and any related data in relation to Learning Service;
Fees means the fees payable by you to us in accordance with Condition 9;
Intellectual Property Rights means all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, 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 for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world;
Materials means the learning and training materials comprising all information, data, records and materials whether in electronic format or as hard copies (and including any Software) provided by us relating to a Learning Service;
Payment Plan means any agreed payment plan entered into between you and us, in terms of which the cost of an Learning Service is paid by you other than as a single up front payment, such as deposit followed by bank transfer;
Services means the learning services to be provided by us, or a Third Party Contractor (as applicable), to you in respect of the Learning Service;
Software means any software provided by us to you as part of a Learning Service, including web applications; and
Third Party Contractor means a partner individual or organisation which we have entered into an arrangement with to provide certain Learning Services or elements of a Learning Service.
Sponsor means another employee at your company, such as your manager, with whom you require us to give a copy of your Assessment.
1.2 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.3 A reference to a statute or statutory provision 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 References to acts and other pieces of legislation are references to acts of the UK Parliament.
1.5 A reference to writing or written includes faxes and e-mail.
1.6 Singular words will include the plural and vice versa.
1.7 Where the term “including” or “in particular” or similar is used, these words do not limit the scope of the meaning of the words that came before them. Similarly, the words which follow “including” or “in particular” or similar should not be read as being an exhaustive list.
1.8 Headings are included to make these Conditions easier to read and use and will not affect the construction or interpretation of any Agreement.
2. Terms of Supply
2.1 By placing an order through our website, you agree and confirm that:
2.1.1 you are legally capable of entering into binding contracts;
2.1.2 you are at least 18 years old; and
2.1.3 you have read and understood the course overview and requirements, any additional fees and assessment arrangements.
4. Price and Payment
4.1 The Fees in relation to any Learning Service will be as quoted on our website and are updated from time to time.
4.2 Fees are liable to change at any time, but changes will not affect orders in respect of which we have already sent you a confirmation.
5. How the Agreement is formed between you and us
5.1 After making a booking, you will receive an e-mail from us acknowledging receipt of your order. This email confirms acceptance (the “Confirmation”). The contract between us and you will be formed when you receive the Confirmation.
5.2 The contract between us and you will relate only to the Learning Service for which we have confirmed acceptance in the Confirmation.
6. Courses funded by Third Parties
6.1 When the Learning Service is being paid for by the person other than the delegate.
6.1.1 PVM Smart Learning can discuss the account with the Third Party Payer, including but not limited to Financial status of the account, delivery status of the account, any service issues.
6.1.2 If requested to by the Third Party Payer PVM Smart Learning will update the Third Party Payer with details of the student’s progress through the Learning Service, including but not limited to performance metrics and assessment reports.
6.1.3 The Third Party Payer can cancel and/or amend the financial contract without the permissions of the student.
7. Cancellations and Transfers
Cancellations and transfers can cause logistical issues and will be subject to the following conditions:
7.1 Delegates can be substituted at any time prior to the commencement of the course.
7.2 A course place may be cancelled prior to the commencement of the course within the notice periods set out below and might incur a penalty charge:
7.2.1 60-90 days - No cancellation charge, transferable. 7.2.2 30-60 days - 25% of course fee cancellation charge, transferable. 7.2.3 30 or less days - 100% of course fee cancellation charge.
7.3 Transfers can be made at any time prior to 30 days before the commencement of the course.
7.4 Cancellations and transfers must be submitted in writing to PVM Smart Learning. Notification can be sent via our contact form or post (117 Jermyn Street, London, SW1Y 6HH). Where refunds are due payment will be made in the same form as was received. Please allow two weeks for processing.
8. Availability and delivery
We will aim to fulfill your order on or before the delivery date set out in the Confirmation or, if no delivery date is specified, then within a reasonable time of the date of the Confirmation, unless there are exceptional circumstances, which will be communicated to you.
9.1 In consideration for the provision of the Learning Service you will pay to us the Fees, details of which will be set out in the Confirmation.
9.2 All fees to be paid under this Agreement will be paid prior to the release by us of the goods and services. Where you intend to or have entered into a Payment Plan with us, a 20% Deposit Payment must be paid, due at the time of receiving the booking confirmation. You agree that you are under an obligation to pay all Fees pursuant to Condition 9.1, time being of the essence in respect of this Condition 9.
9.3 Except where you intend to or have entered into a Payment Plan with us, you will submit payment of the Fees either online or by the method indicated by you on the Booking Form.
9.4 If you fail to comply with any terms of this Agreement, we will be entitled to recover from you the reasonable costs, expenses and losses incurred by us as a result of locating you, communicating with you and collecting any unpaid sums. Such sums will be payable to us on demand. In the event of legal action for breach of the payment obligations, you will be responsible for all costs and expenses allowable by the court if an award is made in our favour.
9.5 In all instances full payment must be made 14 days prior to the commencement of the Learning Service.
14. Your Obligations
14.1 You will:
14.1.1 co-operate with us in all matters relating to the provision of the Learning Service;
14.1.2 keep any Materials or Computer Hardware provisioned to you in good condition for the duration of the Learning Service; and
14.1.3 not copy, dispose of, use, offer to sell, license or transfer the Materials (whether in whole or in part in any manner or form or in or on any media) other than in accordance with this Agreement or our written instructions;
15. Intellectual Property Rights
15.1 Please note that all Intellectual Property Rights and all other rights in the Materials will be owned by us.
15.2 We agree to grant you a non-exclusive, non-transferable right to use and the Materials for your private use and study. If this Agreement terminates, this licence will automatically terminate.
16.1 You will keep in strict confidence all Materials and any other confidential information concerning our business or products or services which you may obtain.
16.2 You may disclose such confidential information as may be required by law, court order or any governmental or regulatory authority.
16.3 You will not use any confidential information obtained from us for any purpose other than for your personal use, including private study and external examinations.
17. Data Protection
17.2 You acknowledge and agree that personal data will be processed by and on behalf of us in connection with the provision of the Learning Service and those details of your name, address and payment record may be submitted to a credit reference agency.
17.3 In the case of an course which has and Assessment component, we may pass details of your name, performance metrics and written report to the Sponsor you designated at the time of booking.
20. Limitation of Liability
20.1 This Condition 20 sets out our entire financial liability (including any liability for the acts or omissions of our employees, agents, consultants, and subcontractors) to you in respect of:
20.1.1 any breach of this Agreement;
20.1.2 any use made by you of the Learning Service or any part of them; and
20.1.3 any representation, statement or act or omission (including negligence) arising under or in connection with the Agreement.
20.2 Nothing in this Agreement limits or excludes our liability:
20.2.1 for death or personal injury resulting from our negligence or the negligence of our employees or agents; or
20.2.2 for any damage or liability incurred by you as a result of fraud or fraudulent misrepresentation by us; or
20.2.3 any other liability that cannot be limited or excluded by law.
20.3 Subject to Condition 20.2, our total liability arising in connection with the performance, or contemplated performance, of this Agreement, will be limited to the price paid by you for the Learning Service.
21.1 If you fail to pay any amount due under this Agreement including, but not limited to the Fees on the due date for payment and where we have written to you to confirm that these sums are outstanding and those sums remain in default not less than seven days after we give you that written confirmation, we will have the right to terminate the Agreement immediately on giving notice to you, without liability to you.
21.2 Either party may terminate this Agreement at any time if the other party commits a material breach of any of the terms of this Agreement and (if such a breach can be remedied) fails to remedy that breach within thirty (30) days of that party being notified in writing of the breach.
22. Consequences of Termination
22.1 Termination of this Agreement, however it comes about, will not affect or prejudice the accrued rights of the parties as at expiry or termination or the continuation of any provision expressly stated to survive, or implicitly surviving, termination.
22.2 Conditions 1 (Definitions and Interpretation), 9.4 (Payment), 10 (Compliance with law), 15.1 (Intellectual property rights), 16 (Confidentiality), 20 (Limitation of Liability), 22 (Consequences of Termination), and 33 (Governing Law and Jurisdiction) will survive termination of this Agreement and continue in full force and effect.
23. Force majeure
We will have no liability to you under this Agreement if we are prevented from, or delayed in performing, our obligations under this Agreement or from carrying on our business by acts, events, omissions or accidents beyond our reasonable control, including strikes, lock-outs or other industrial disputes (whether involving the workforce of us or any other party), failure of a utility service or transport 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.
24.1 We may, from time to time and without notice, amend a Learning Service or these Conditions in order to comply with changes in technology, changes in payment methods or changes in applicable regulatory or statutory requirements, provided that such changes do not materially affect the nature of the Learning Service
24.2 Subject to Condition 24.1, no variation of this Agreement or these Conditions or of any of the documents referred to in them will be valid unless it is in writing and signed by or on behalf of each of you and us.
25.1 A waiver of any right under the Agreement is only effective if it is in writing and it applies only to the circumstances for which it is given. No failure or delay by a party in exercising any right or remedy under the Agreement or by law will constitute a waiver of that (or any other) right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy will preclude or restrict the further exercise of that (or any other) right or remedy.
25.2 Unless specifically provided otherwise, rights arising under the Agreement are cumulative and do not exclude rights provided by law.
26.1 If any provision of the Agreement (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision or part-provision will, to the extent required, be deemed not to form part of the Agreement, and the validity and enforceability of the other provisions of the Agreement will not be affected.
26.2 If a provision of the Agreement (or part of any provision) is found illegal, invalid or unenforceable, the provision will apply with the minimum modification necessary to make it legal, valid and enforceable.
27. Entire agreement
27.1 The Agreement constitutes the whole agreement between the parties and supersedes all previous agreements between the parties relating to its subject matter.
27.2 Each party acknowledges that, in entering into the Agreement, it has not relied on, and will have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently, other than for breach of contract). Nothing in this Condition 27 will limit or exclude any liability for fraud.
28.1 You agree that you will not, without our prior written consent (which we will not unreasonably withhold or delay), assign, transfer, charge, mortgage, subcontract or deal in any other manner with all or any of your rights or obligations under the Agreement.
28.2 We may at any time assign, transfer, charge, mortgage, subcontract or deal in any other manner with all or any of its rights under the Agreement and may subcontract or delegate in any manner any or all of its obligations under the Agreement to any third party or agent. This will not affect your rights under the Agreement.
28.3 If there is an assignation pursuant to Condition 28.1, we may disclose to any proposed assignee any information in our possession that relates to the Agreement or its subject matter, the negotiations relating to it and you which it is necessary to disclose for the purposes of the proposed assignation.
28.4 Each party is acting on its own behalf and not for the benefit of another person.
29. No partnership, joint venture or agency
Nothing in this Agreement is intended to, or will be deemed to, constitute a partnership or joint venture of any kind between us and you, nor constitute either party the agent of another party for any purpose. Neither party will have authority to act as agent for, or to bind, the other party in any way.
30. Written communications
Applicable laws require that some of the information or communications we send should be in writing. You accept that communication with us will be mainly electronic. We will contact you by e-mail or provide you with information by posting notices on our website. For contractual purposes, you agree to this electronic means of communication and you acknowledge that all contracts, notices, information and other communications that we provide to you electronically complies with any legal requirement that such communications be in writing. This condition does not affect your statutory rights.
31.1 Any notice or other communication required to be given under this Agreement will be in writing and will be delivered personally, or sent by e-mail or by post to the other party and for the attention of the person or as otherwise specified by the relevant party by notice in writing to the other party.
31.2 Any notice or other communication will be deemed to have been duly received if delivered personally, when left at the address referred to in Condition 31.3, or if sent by e-mail 24 hours after the e-mail is sent, or if sent by post at 9.00 am on the second day after posting (excluding Saturdays and Sundays and days on which banks are closed for business). 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 e-mail that such an e-mail was sent to the specified e-mail address of the addressee.
32. Rights of third parties
32.1 Save as expressly provided in the Agreement, no term of the Agreement will be enforceable by a third party (being any person other than the parties and their permitted successors and assignees).
33. Acceptable Use Policy
This policy is applicable to all registered PVM Smart Learning delegates with access to PVM Smart Learning infrastructure and related services. Acceptance of this policy is a prerequisite for course registration. This policy is applicable to the entire PVM Smart Learning IT infrastructure including all PVM Smart Learning systems, computers, networks and servers, also including all global sites where PVM Smart Learning courses are held. This policy is in place to protect delegate and PVM Smart Learning. Inappropriate use exposes PVM Smart Learning to risks including virus attacks, compromise of network systems and services, and legal issues. All IT systems, including but not limited to computer equipment, software, operating systems, storage media, network accounts providing electronic mail, world wide web browsing are the property of PVM Smart Learning.
33.2.1. General Usage and Ownership
126.96.36.199. Delegates must be aware that the data they create on the corporate systems remains the property of PVM Smart Learning. To protect PVM Smart Learning’s IT infrastructure the confidentiality of any personal information stored on any network device belonging to PVM Smart Learning cannot be guaranteed.
188.8.131.52. Delegates accept that access control: user access will be based on least privilege and need only basis.
184.108.40.206. All IT systems and services must be used primarily for learning as directed by your course leader.
220.127.116.11. Leaving the machines unattended or unlocked with user accounts logged in.
18.104.22.168. Revealing your account(s) and password(s) to others, either to PVM Smart Learning or non-PVM Smart Learning delegates/individuals.
22.214.171.124. Any use of system and services that may damage the reputation of the PVM Smart Learning is prohibited e.g. defamatory or harassing comments, intended to intimidate or oppress.
126.96.36.199. Under no circumstances is a delegate of PVM Smart Learning authorised to engage in any activity that is known or found to be illegal under local or international law while utilizing PVM Smart Learning owned resources.
33.2.2. Internet Usage
188.8.131.52 All internet access must be routed through Proxy Server.
184.108.40.206. Direct internet access bypassing the proxy server is strictly prohibited.
220.127.116.11. Delegates accept that internet access is strictly controlled by PVM Smart Learning.
33.2.3. System and Networks
Under system and network activities the following is strictly prohibited:
18.104.22.168. Violating the rights of any person or company protected by copyright, trade secret, patent or other intellectual property, or similar laws or regulations, including, but not limited to, the installation or distribution of “pirated” or other software products that are not appropriately licensed for use by PVM Smart Learning.
22.214.171.124. Unauthorised copying of copyright material including, but not limited to, digitisation and distribution of photographs from magazines, books or other copyrighted sources, copyrighted music, and the installation of any copyrighted software for which PVM Smart Learning or the end user does not have an active license for is strictly prohibited.
126.96.36.199. Exporting software, technical information, encryption software or technology, in violation of international or regional export control laws, is illegal. Introducing malicious programs into the network or IT infrastructure (e.g., viruses, worms, Trojan horses, e-mail bombs, rootkits, advanced persistent threats etc.).
188.8.131.52. Disabling antivirus programmes running on the PCs while accessing PVM Smart Learning information.
184.108.40.206. Making fraudulent offers of products, items, or services originating from any PVM Smart Learning account.
220.127.116.11. Effecting security breaches or disruptions of network communication. Security breaches include, but are not limited to, accessing data of which the delegate is not an intended recipient or logging into a server or account that the delegate is not expressly authorised to access. For purposes of this section, “disruption” includes, but is not limited to, network sniffing, ping floods, packet spoofing, denial of service, and forged routing information for malicious purposes.
18.104.22.168. Circumventing user authentication or security of any host, network or account.
22.214.171.124. Interfering with or denying service to any user other than the delegate’s host (for example, denial of service (DoS) attack).
126.96.36.199. Using any program/script/command, or sending messages of any kind, with the intent to interfere with, or disable, a user’s terminal session, via any means, locally or via the Internet/Intranet/Extranet.
188.8.131.52. Storing PVM Smart Learning data on any unauthorised device.
34. Governing law and jurisdiction
34.1 The 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), will be governed by, and construed in accordance with the laws of England and Wales.