TERMS OF BUSINESS FOR COUNCIL TAX TRAINING AGREEMENT
(Terms of Business)
These Terms of Business apply to training services provided by Council Tax Legal Services Limited (“CTLS”, “we”, “us” or “our”), company number 16667408, to organisations purchasing training from us (“Client”, “you” or “your”).
These Terms apply only where the Training is purchased by an organisation for business, professional, charitable, educational or public-sector purposes. They are not intended for consumers purchasing services wholly or mainly for purposes outside their trade, business, craft or profession.
Please read these Terms carefully before completing your purchase. By completing the checkout and confirming your acceptance of these Terms, you agree that they will form part of the contract between you and CTLS.
1. Training Enquiries, Proposals and Booking
1.1 Before a Training booking is made, CTLS will normally discuss with you the training required, including the subject matter, learning needs, proposed format and suitable dates.
1.2 Training may cover one subject or a combination of council tax topics, depending on your organisation’s requirements and what CTLS agrees it is able to provide.
1.3 Any proposal, quotation, email or other communication issued before booking is provided for discussion purposes and does not, by itself, create a binding obligation on CTLS to provide the Training.
1.4 Once the scope of the Training and the proposed date have been agreed, CTLS may provide you with a link to complete the purchase through our online checkout.
1.5 Your submission of payment through the checkout constitutes an offer to purchase the Training on these Terms and on the basis of the Training details previously agreed between us.
1.6 The booking becomes binding when:
(a) CTLS has received payment in full; and
(b) CTLS has issued confirmation that the Training booking has been accepted.
1.7 If there is any inconsistency between these Terms and specific Training details expressly agreed in writing between CTLS and the Client, the specifically agreed Training details will take precedence only in relation to that particular booking.
1.8 Any terms or conditions supplied by the Client will not apply unless CTLS expressly agrees to them in writing.
2. The Training Services
2.1 CTLS will provide the Training with reasonable care and skill.
2.2 The Training will be delivered in the format agreed with the Client. This may include:
- in-person Training at the Client’s premises or another agreed venue; or
- remote Training using an agreed online platform.
2.3 The subject matter, learning objectives and general content of the Training will be based on the requirements agreed with the Client before booking.
2.4 Where Training is tailored to the Client’s requirements, CTLS may reasonably adjust the order, emphasis or amount of time spent on individual topics during the Training to reflect:
- questions raised by Participants;
- issues arising during discussion;
- the Participants’ level of knowledge;
- the time available; and
- any other matter which CTLS reasonably considers relevant to effective delivery of the Training.
Such adjustments will not constitute a failure to provide the agreed Training.
2.5 Training is provided for educational and professional development purposes. Although it may include information about council tax legislation, procedures, case law and practical approaches, the Training is general in nature and is not individual legal advice in relation to any particular person, property or case.
2.6 CTLS does not guarantee any particular professional, operational, financial or legal outcome as a result of participation in the Training.
3. Participants
3.1 The Client is responsible for determining which members of its staff, volunteers, contractors or other authorised attendees participate in the Training (“Participants”).
3.2 The Client must ensure that Participants behave professionally and do not disrupt the Training or prevent CTLS from delivering it effectively.
3.3 CTLS may require a Participant to stop participating where their behaviour is seriously disruptive, abusive, discriminatory, unlawful or otherwise inappropriate.
3.4 No refund or reduction in the Training Fee will be due where a Participant is removed under clause 3.3.
4. Client Responsibilities and Training Facilities
4.1 For in-person Training, the Client is responsible for arranging and providing an appropriate venue and the facilities reasonably necessary for CTLS to deliver the Training.
4.2 Unless otherwise agreed, the Client should provide any equipment reasonably required for presentation at the venue, including suitable display or projection facilities and appropriate connections for the computer and any other equipment used by the person delivering the Training.
4.3 The Client is responsible for ensuring that:
(a) CTLS has reasonable access to the venue in sufficient time to prepare for the Training;
(b) the venue is safe and suitable for the Training;
(c) the venue complies with applicable health and safety requirements and operates a safe system of operation for the Participants and the person delivering the Training; and
(d) Participants are informed of any venue rules that apply to them.
4.4 If CTLS is unable to deliver all or part of the Training because the Client has failed to provide suitable access, facilities or arrangements that were reasonably necessary for delivery, CTLS will not be responsible for the resulting failure or delay.
5. Fees, Payment and Expenses
5.1 The fee payable for the Training (“Training Fee”) will be confirmed to the Client before booking and will be shown at checkout.
5.2 The Training Fee must be paid in full through the online checkout before the Training booking is confirmed.
5.3 Unless expressly stated otherwise, the Training Fee does not include travel, accommodation or other reasonable expenses incurred by CTLS in connection with delivering in-person Training.
5.4 Where such expenses are incurred, they will be invoiced separately following delivery of the Training. CTLS will provide receipts or other reasonable evidence of the expenditure where available.
5.5 The Client must pay any invoice for expenses by the payment date stated on the invoice.
5.6 CTLS reserves the right, where applicable, to charge statutory interest and recover applicable costs in respect of overdue commercial payments.
6. Rescheduling and Cancellation by the Client
6.1 Once the Training booking has been confirmed, the agreed Training date is reserved for the Client.
6.2 If the Client needs to request a change to the agreed Training date, it must provide CTLS with at least 48 hours’ written notice before the scheduled start time of the Training.
6.3 A request to change the Training date does not automatically entitle the Client to reschedule. CTLS may, at its discretion and subject to availability, agree to one alternative date.
6.4 Where CTLS agrees to reschedule the Training under clause 6.3, the replacement date agreed between CTLS and the Client will become the confirmed Training date.
6.5 Where less than 48 hours’ written notice is provided, CTLS is under no obligation to offer an alternative date and may treat the booking as cancelled by the Client.
6.6 If the Client chooses to cancel the Training entirely, the Training Fee will be non-refundable, regardless of when notice of cancellation is given.
7. Cancellation or Rescheduling by CTLS
7.1 CTLS may need to reschedule the Training where it is unable to deliver it on the agreed date due to illness, emergency, circumstances beyond its reasonable control, or another reasonable operational reason.
7.2 Where CTLS needs to reschedule the Training, it will notify the Client as soon as reasonably practicable and will use reasonable efforts to agree an alternative date with the Client.
7.3 Where an alternative date is agreed, any Training Fee already paid will be transferred to the replacement Training date and no additional Training Fee will be payable solely as a result of the rescheduling.
7.4 CTLS will not be responsible for any indirect or consequential costs incurred by the Client as a result of the Training being rescheduled for any reason, including internal staffing, venue or administrative costs, except where liability cannot lawfully be excluded or limited.
7.5 If CTLS cancels the Training entirely and is unable to offer a suitable alternative date, the Client will be entitled to a refund of the Training Fee already paid.
8. Intellectual Property and Training Materials
8.1 All intellectual property rights in the Training and any materials provided by CTLS in connection with the Training, including presentations, slides, handouts, templates, written materials, exercises, graphics and other resources (“Training Materials”), remain at all times the property of CTLS or the relevant third-party rights holder.
8.2 Payment of the Training Fee does not transfer any ownership of any intellectual property rights to the Client, the Participants or any other party.
8.3 CTLS grants Participants attending the Training a limited, non-exclusive, non-transferable licence to use any Training Materials supplied to them for their own internal learning and professional development.
8.4 Unless CTLS has granted prior written permission, the Client and Participants must not:
(a) reproduce, copy or substantially reproduce the Training Materials;
(b) publish or distribute the Training Materials to persons who did not attend the Training;
(c) sell, license, commercially exploit or otherwise make the Training Materials available to third parties;
(d) adapt the Training Materials for the purpose of providing training to others;
(e) remove any copyright, trade mark or other proprietary notice from the Training Materials; or
(f) represent any Training Materials as having been created by the Client or a Participant.
8.5 Nothing in these Terms prevents Participants from applying the knowledge and skills acquired during the Training in the ordinary course of their professional work.
9. Recording of Training
9.1 The Client and Participants must not make any audio, video, photographic, screen or other recording of the Training without prior written consent from CTLS.
9.2 Where CTLS gives permission for a recording to be made, CTLS may impose conditions on how that recording may be used, stored, shared or retained.
9.3 Permission to record one Training session does not constitute permission to record any other Training provided by CTLS.
9.4 CTLS is under no obligation to record the Training or provide the Client or Participants with a recording.
10. Confidentiality
10.1 Each party will keep confidential any information of a confidential nature disclosed by the other party in connection with the Training and will not disclose that information to any third party except where disclosure is required by law or is reasonably necessary for the performance of the Training.
10.2 The Client must ensure that Participants respect the confidentiality of information shared by other Participants during the Training.
10.3 Where Participants wish to discuss actual council tax cases during the Training, they should avoid disclosing unnecessary information that identifies individuals or other third parties.
10.4 The Client is responsible for ensuring that it and its Participants are entitled to disclose any information that they choose to share during the Training.
10.5 Nothing in this section prevents CTLS from using general knowledge, experience, skills or learning gained through the provision of its services, provided that no Client or identifiable individual is disclosed.
11. Data Protection
11.1 Each party will comply with applicable data protection legislation in relation to any personal data it processes in connection with the Training.
11.2 CTLS will process personal data relating to the Client and Participants in accordance with its Privacy Notice.
11.3 The Client is responsible for ensuring that it has an appropriate lawful basis for providing CTLS with any personal data relating to Participants or other individuals.
11.4 The Client and Participants should not disclose personal data relating to third parties during the Training unless the disclosure is necessary and they are lawfully entitled to make it.
12. Conduct, Safety and Right to Terminate
12.1 The Client must ensure that Participants behave professionally and do not act in a way that is abusive, threatening, discriminatory, unlawful, seriously disruptive or unsafe.
12.2 CTLS may suspend or stop the Training, or require a Participant to leave, where CTLS reasonably considers this necessary to protect the safety or wellbeing of the person delivering the Training or other Participants, or to enable the Training to be delivered effectively.
12.3 CTLS may terminate the Training immediately where:
(a) the Client commits a serious breach of these Terms;
(b) the Client or a Participant behaves in a manner described in clause 12.1 and the circumstances justify termination;
(c) continuing the Training would, in CTLS’s reasonable opinion, create a material health, safety, legal or professional risk; or
(d) the Client fails to comply with a reasonable request necessary for CTLS to provide the Training.
12.4 Termination will not affect any rights or liabilities which arose before termination.
12.5 Where CTLS terminates the Training under clause 12.3 as a result of the Client’s or a Participant’s conduct or a material breach of these Terms, the Training Fee will be non-refundable.
13. Limitation of Liability
13.1 Nothing in these Terms excludes or limits CTLS’s liability for:
(a) death or personal injury caused by its negligence;
(b) fraud or fraudulent misrepresentation; or
(c) any other liability which cannot lawfully be excluded or limited.
13.2 Subject to clause 13.1, CTLS will not be liable for:
(a) loss of profits;
(b) loss of business or business opportunity;
(c) loss of anticipated savings;
(d) loss of goodwill;
(e) loss or corruption of data;
(f) loss of reputation, image or status; or
(g) any indirect or consequential loss, however occasioned, whether by negligence or otherwise, arising out of or in connection with the Training.
13.3 The Client remains responsible for decisions made and actions taken by it or its Participants following the Training.
13.4 CTLS does not guarantee that attendance at the Training will produce any particular legal, professional, operational, commercial or financial outcome.
13.5 Subject to clause 13.1, CTLS’s total aggregate liability arising out of or in connection with a particular Training booking, whether in contract, tort (including negligence), misrepresentation or otherwise, will not exceed the total Training Fee paid by the Client for that booking.
13.6 CTLS will not be responsible for any failure or delay caused by an act or omission of the Client or a Participant, including failure to provide appropriate facilities, information, access or arrangements necessary for delivery of the Training.
14. Events Beyond Our Reasonable Control
14.1 CTLS will not be in breach of these Terms or liable for delay or failure to perform its obligations where the delay or failure results from an event or circumstance beyond its reasonable control.
14.2 Such circumstances may include, without limitation, severe weather, transport disruption, illness or incapacity, failure of utilities or communications systems, fire, flood, epidemic or pandemic, industrial action, acts or restrictions of public authorities, civil emergency or other comparable circumstances beyond CTLS’s reasonable control.
14.3 Where such an event affects the Training, CTLS will notify the Client as soon as reasonably practicable and will seek to reschedule the Training in accordance with Section 7.
14.4 If the circumstances make rescheduling impracticable and CTLS cancels the Training entirely, clause 7.5 will apply.
15. Entire Agreement and Variation
15.1 These Terms, together with the specific Training details agreed in writing between CTLS and the Client and the booking confirmation, constitute the entire agreement between CTLS and the Client in relation to that Training booking.
15.2 The Client acknowledges that it has not relied on any statement, promise, representation or assurance that is not contained in the documents referred to in clause 15.1.
15.3 Nothing in clause 15.2 limits or excludes liability for fraud or fraudulent misrepresentation.
15.4 Any variation to a confirmed Training booking or these Terms must be agreed in writing by CTLS and the Client.
15.5 No oral statement made by a Participant, employee or representative of either party will vary these Terms unless the variation is subsequently confirmed in writing by both parties.
16. General Provisions
16.1 No partnership or agency. Nothing in these Terms creates a partnership, joint venture, employment relationship or agency relationship between CTLS and the Client.
16.2 Third-party rights. A person who is not a party to the contract between CTLS and the Client has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any provision of these Terms.
16.3 Assignment. The Client may not transfer or assign its rights or obligations under the Training booking without CTLS’s prior written consent.
16.4 Waiver. If CTLS delays or fails to exercise any right or remedy under these Terms, this will not constitute a waiver of that right or remedy.
16.5 Severance. If any provision or part of a provision of these Terms is found to be invalid, unlawful or unenforceable, the remaining provisions will continue in effect.
16.6 Headings. Section headings are included for convenience only and do not affect the interpretation of these Terms.
17. Governing Law and Jurisdiction
17.1 These Terms and any dispute or claim arising out of or in connection with them, their subject matter or formation, including any non-contractual dispute or claim, will be governed by and construed in accordance with the law of England and Wales.
17.2 The courts and tribunals of England and Wales will have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms, their subject matter or formation, within their jurisdiction.
18. Contact Details
18.1 Questions about these Terms, the Training booking or any request to reschedule must be sent to CTLS using the following contact details:
Council Tax Legal Services Limited
Email: [email protected]
Website: www.counciltaxlegalservices.uk
18.2 Any notice required under these Terms may be given by email and will be treated as received when sent, provided that the sender does not receive an automated notification that delivery has failed.
