Our terms and conditions

 These Terms and Conditions

These are the terms and conditions on which we supply and deliver training courses to you, whether these are attendance services or digital content (Services).

Please read these terms carefully before you submit your order to us. These terms tell you who we are, how we will provide services to you, how you and we may change or end the contract and other important information.

Information about us and how to contact us

We are Chirp, a leadership development agency run by Kamala Katbamna of 16 Muscovy House, 8 Auckland Street, London, SE11 5AB, United Kingdom. Your agreement will be with and you will be invoiced by Kamala Katbamna. You can contact us by telephoning our customer service team at +44 (0) 7989 976 316 or by writing to us at kamala@chirp.org.uk.

If we have to contact you we will do so by telephone or by writing to you at the email address or postal address you provided to us in your order. 

Definitions

Course means the in-house, individual and digital training programmes provided by us, which can include, but are not limited to leadership training, development of bespoke training materials, training and course administration, delivery of a training event or series of events, delivery of digital training materials.

Course Materials means the learning materials, provided by us in hard, electronic and/or digital format.

Fees means the fees for the Services.

Intellectual Property Rights means copyright, patents, know-how, trade secrets, trade marks, trade names, design rights, rights in get-up, rights in goodwill, rights in confidential information, rights to sue for passing off, domain names and all similar rights and, in each case: 

(a)            whether registered or not;

(b)            including any applications to protect or register such rights;

(c)            including all renewals and extensions of such rights or applications;

(d)            whether vested, contingent or future;

(e)            to which the relevant party is or may be entitled, and

(f)             in whichever part of the world existing. 

Services means the provision of the Course and/or the Course Material by us together with such other services as agreed from time to time in writing.

Start Date means the date on which the provision of Services commences.

Terms means these terms and conditions as amended from time to time.

VAT means value added tax under the Value Added Taxes Act 1994 or any other similar sale or fiscal tax applying to the sale of the Services.

Business Day means a day other than a Saturday, Sunday or bank or public holiday in England.

Your privacy and personal information

Our Privacy Policy is available at https://www.chirp.org.uk/privacy-and-cookie-policies.

Your privacy and personal information are important to us. Any personal information that you provide to us will be dealt with in line with our Privacy Policy, which explains what personal information we collect from you, how and why we collect, store, use and share such information, your rights in relation to your personal information and how to contact us and supervisory authorities if you have a query or complaint about the use of your personal information.

Ordering Services

You may place an order for Services in writing by email. Our acceptance of your order will take place when we email you to accept it, at which point a contract will come into existence between you and us.

When you place an order for Services (either by email or by phone) you are offering to purchase the Services on these Terms.

We reserve the right to decline or cancel your order, or any part of your order.

 

Fees

The Fees for the Services will be notified to you at the time you place an order for them.

The Fees are exclusive of:

1.1.1          our expenses which shall be charged in addition at our standard rates, and

1.1.2         VAT (or equivalent sales tax).

You shall pay any applicable VAT on receipt of a valid VAT invoice.

 

Payment

On receipt of an order we will raise an invoice for 50% of the Fees which must be paid no later than 15 Business Days before the Service Start Date or within the due date specified on our invoice, whichever is sooner. Orders made within 15 Business Days of the Service Start Date shall require immediate payment of the 50% of the Fees.

We will invoice you for the rest of the Fees (50%) and any incurred expenses at any time after performance of the Services.

You shall pay all invoices:

  • in full without deduction or set-off, in cleared funds within 15 days of the date of each invoice; and

  • to the bank account nominated by us.

Time of payment is of the essence. Where sums due under these Terms are not paid in full by the due date:

  • we may, without limiting our other rights, charge interest on such sums at 4% a year above the base rate of Bank of England from time to time in force, and

  • interest shall accrue on a daily basis, and apply from the due date for payment until actual payment in full, whether before or after judgment.

 

Cancellations and Refunds

You can cancel your order within 14 days after your order has been accepted. Any other cancellation will be at our entire discretion.

You do not have a right to cancel your order in respect of Services, once these have been completed, even if the cancellation period is still running.

You must inform us of your decision to cancel your order by sending an email to kamala@chirp.org.uk.

The following charges apply if you cancel:

  • 6 weeks before the Service Start Date - no charge

  • 4 weeks before a course - 50% of the course fee

  • 0-14 days before a course - 100% of the course fee

We reserve the right to cancel, curtail or defer Services, in which case we will notify you as soon as possible. If we cancel the Services, we will use our best endeavours to offer you alternative dates or an alternative course provider or a full refund of the Fees which you have already paid in relation to the cancelled Services.

 

Provision of Services

We will provide the Services at the times and places as agreed between us in writing.

If we have agreed to provide Services at your property and you do not allow us access to your property to perform the Services as arranged (and you do not have a good reason for this) we may charge you additional costs incurred by us as a result.

You must:

  • co-operate with us and promptly provide us with such information, assistance and materials as we may reasonably require from time to time in order to enable or facilitate our compliance with our obligations under this Terms;

  • comply with all health and safety rules and regulations and any other reasonable security requirements that apply at the premises where Services are provided;

  • treat all our staff, associates or others with respect.

If there is a problem with the Services

If you have any questions or complaints about the Services, please contact us. You can telephone us at +44 (0) 7989 976 316 or write to us at kamala@chirp.org.uk.

 

Termination of Services

Without prejudice to any other right which we may have, we may suspend or terminate delivery of the Services with immediate effect by giving written notice of such suspension or termination to you at any time if you commit a material breach of any of these Terms.

On termination all sums due to us become payable by you without set-off or deduction.

 

Modifications

Due to our commitment to continuous improvement, we reserve the right to amend, substitute, modify and/or improve the content, format or delivery of any Services and/or Course Materials (in whole or in part) from time to time. Such changes will be made without your prior consent.

 

Assignment

We may assign our rights or sub-contract our obligations under these Terms in whole or in part to a third party at our discretion. You may assign your rights or obligations under these Terms in whole or in part only with our prior written consent.

 

Intellectual Property

In consideration of the Fees paid by you, we grant to you a limited, non-transferable, non-exclusive licence to use the applicable Course Materials and any other intellectual property protected materials for your individual or in-house learning purposes only.

For avoidance of a doubt, you are not authorised to:

  • copy, modify, reproduce, sub-licence, sell, upload, broadcast, post, transmit or distribute any of the Course Materials other than internally within your organisation for your in-house learning purposes only;

  • record on video or audio tape, relay by videophone or other means the Services;

  • use the Course Materials in the provision of any other course or training;

  • conceal, change or remove any markings which show who owns the information contained in the Course Materials, such as copyright (©), registered trade mark (®) or unregistered trademark (™) markings.

Except where you have permission to use the Course Materials under this clause, you will not obtain any rights of ownership or other rights (of whatever nature) in the Course Materials or in any copies of it.

 

Disclaimer

We expect you to confirm that the Services and/or Course Materials you order will meet your needs. We do not make any guarantee to you that you will obtain a particular result from your purchase and completion of any of the Services and/or Course Materials.

We cannot guarantee that the Course Materials are free from computer viruses or any other malicious or impairing computer programme. You should therefore ensure that you employ all reasonable precautions when accessing the Course Materials. Occasionally, technical inaccuracies and typographical errors may appear in the Course Materials.

We do not make any commitment that the Course Materials will be compatible with or operate with your software or hardware.

All representations, warranties and/or terms not expressly set out in these Terms (whether implied by law, conduct or otherwise) are hereby excluded to the maximum extent permissible by law.

 

Limitation of Liability

Neither we nor you exclude or limit liability for:

  • any death or personal injury caused by negligence;

  • any fraud or fraudulent misrepresentation; or

  • any statutory or other liability which cannot be excluded under applicable law.

Although we aim to provide the Services to the highest standards of the industry, neither we, nor our employees, consultants or associates accept any liability for: (i) any inaccuracy or misleading information provided in the Services or Course Materials and any reliance by you on any such information, (ii) any loss or corruption of data, (iii) any loss of profit, revenue or goodwill, or (iv) any indirect, special or consequential loss arising from any breach of these Terms.

Our total liability arising from or in connection with these Terms and in relation to anything which we may have done or omitted to do in connection with these Terms and the delivery of the Services shall be limited to the Fees received by us for the Services in relation to which a dispute has arisen.

 

Changes to these Terms

We may update or amend these Terms from time to time without notice to you. Any updates or amendments will be posted on our website.

 

Force Majeure

If the performance of our obligations under these Terms is prevented, restricted or interfered with by reason of war, threat of or preparation for war, invasion, terrorism, revolution, civil commotion, act of public enemy, blockade, embargo, act of God, riot, sabotage, natural disaster, epidemic, power failure or failure of the Internet, strikes, delay caused by transport disputes, failure to provide a Service caused by a death in the consultant’s family, illness of the consultant, Government edict or regulation then we shall, upon giving written notice to you, be excused from such performance to the extent of such prevention, restriction, or interference, and shall have no liability as a result thereof.

 

Other important terms

This contract is between you and us. No other person shall have any rights to enforce any of its terms. Neither of us will need to get the agreement of any other person in order to end the contract or make any changes to these Terms.

Each of the paragraphs of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.

If we do not insist immediately that you do anything you are required to do under these Terms, or if we delay in taking steps against you in respect of your breaking these Terms, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. For example, if you miss a payment and we do not chase you but we continue to provide the Services, we can still require you to make the payment at a later date.

These Terms are governed by English law and the English courts have non-exclusive jurisdiction in respect of the disputes arising out of or in connection with these Terms.