Terms and Conditions

THE CORNERSTONE PARTNERSHIP 

TERMS AND CONDITIONS FOR THE DELIVERY OF TRAINING SERVICES

Cornerstone is delighted to offer a programme of training services for the Users and we look forward to working together to deliver this programme.

This Agreement sets out the terms and conditions between you and us in relation to the provision of the training services to the Users.  If words contain a capital letter at the beginning, they have the meaning given to them in the “Definitions” section in Appendix 1.

  1. Our Role
    • We agree to comply with this Agreement and in so doing shall deliver the Training Event and Services as agreed between you and us.
    • We shall deliver the Training Event and Services with reasonable care and skill and shall perform them in accordance of this Agreement. We shall also ensure that all goods, materials, standards and techniques used in providing the Services are of satisfactory quality and are fit for purpose.
  2. Your Role
    • You agree to comply with this Agreement and to not use any of the materials provided under this Agreement until payment has been made in accordance clause 4 (Payment) below. You shall co-operate with us in all matters relating to the Training Event and Services and provide, in a timely manner, such information as we may require, and ensure that it is accurate and complete in all material respects. You also agree to take part in all evaluation interviews and surveys which we carry out to assess the impact of the Training Event and Services.
  3. Cancellation and attendance at a Training Event
    • If, for whatever reason, a User cannot attend, you should inform us in writing at least 20 Business Days prior to a Training Event of their cancellation. If notification of the cancellation is given in accordance with this clause 3.1 you will not be charged for the Training Event.
    • If you do not inform us of a User cancellation and the User fails to attend a Training Event, we are entitled to recover full payment of our Fees in accordance with this Agreement.
    • If you notify us of a User cancellation between 20 and 2 Business Days immediately prior to the Training Event date, you may be liable for up to 50% of our Fees in accordance with this Agreement, to be determined at our discretion.
    • If you notify us of a User cancellation within 48 hours prior to the Training Event date, you may be liable for up to 100% of our Fees in accordance with this Agreement, to be determined at our discretion.
    • If performance of our obligations under this Agreement is prevented or delayed by any act or omission of you or a User, we shall not be liable for any costs, charges or losses sustained or incurred by you or a User that arise directly or indirectly from such prevention or delay.
  4. Payment
    • Following the delivery of the Training Event and Services provided under this Agreement, we shall send you an invoice for our Fees within 20 Business Days after the Training Event or expiry of our Services, unless the Training Event and/or Services are delivered in accordance with:
  • an annual subscription agreed between you and us prior to the delivery of the Training Event or Services; or
  • an alternative payment plan agreed in writing between you and us prior to the delivery of the Training Event or Services.
    • Our Fees shall be charged on a per head basis.
    • Payment of our Fees is due within 20 Business Days of the date of the invoice, unless otherwise agreed between us and you prior to the Training Event. Interest at the rate of [4%] above the Bank of England base rate shall be payable in respect of late payments.
    • If you fail to make any payment due to us under this Agreement in accordance with the payment terms set out in this clause 4, we may suspend any Training Event and/or all Services until payment has been made in full.
  1. The Cornerstone Materials
    • We own and retain all of the legal rights in the materials that we provide to you and the Users.
    • As owner of the materials that we provide to you, we grant you and the Users a licence to use them for the purposes of any Training Event attended or for using our Services. We may withdraw that licence at any time and neither you nor the Users may use our logo, name or any materials that we provide to you for any purpose other than receiving the Services.  You agree to provide all reasonable assistance to us if this provision is breached, and will indemnify us against all and any liabilities, costs, expenses, damages or losses arising from misuse of the materials or breach of this clause by either you or the Users during or after this Agreement (including but not limited to any claim by a third party).
  2. Confidentiality

All of the information that you and the User shall receive in attending our Training Events is confidential (“Confidential Information”). You must not, unless we provide you with permission in writing beforehand, disclose any Confidential Information to any other person, except as you need to reasonably advertise our Services.

  1. Liability
    • Nothing in this Agreement shall limit or exclude our liability for:
      • death or personal injury caused by our negligence, or the negligence of our personnel, agents or subcontractors;
      • fraud or fraudulent misrepresentation;
      • breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982; or
      • any other liability which cannot be limited or excluded by applicable law.
    • Subject to clause 7.1, we shall not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under this Agreement for any of your Losses.
    • Subject to clause 7.1, our total liability to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under this Agreement shall be limited to no more than the Fee paid by you under this Agreement.
  2. Commencement and term
    • This Agreement shall continue for such period as agreed, unless we terminate it earlier. The agreement shall be terminated if:
      • you or we decide, for any reason, that we no longer want to work together, in which case you or we must give the other three (3) months’ notice before the agreement terminates;
      • you fail to materially comply with any provision of this Agreement, in which case we may terminate it immediately by giving you notice; or
      • you, or a User, does anything that adversely affects our reputation in any way.
    • When our agreement ends, whether that is after expiry of this Agreement or if it is ended by either of us before then, you must stop using the materials provided at Training Events and as part of our Services, as well as the Cornerstone name and logo and any other documents and information in any form provided to you by us and return those to us immediately. For the avoidance of doubt, the Fee is non-refundable.
  3. After our Agreement Ends
    • During the twelve (12) month period after expiry of this Agreement, you must not provide services or training anywhere in the UK that are the same or similar to the Training Event and/or Services that we have provided you and the Users.
    • You agree, given the nature of the Services that we provide, that this condition is reasonable. If in the unlikely event that condition was not valid for any reason, you agree that the condition shall apply with such amendments as may be necessary to make it valid.
  4. General

We have included some general legal terms in Appendix 2.  If you have any questions about these terms or any other aspect of this Agreement, please let us know. We want to make sure that you fully understand your role, our role and that you are comfortable working with us as we look to develop our working relationship.

We would like to take this opportunity to reiterate how pleased we are to welcome you to working with Cornerstone. We look forward to working with you.

 

Yours sincerely,

Helen Costa

For and on behalf of Cornerstone Training and Support Limited (trading as The Cornerstone Partnership)

 

Date: 11 May 2017