Governing the Agreement between the Customer (‘You’) and de Brus Marketing Services Ltd.

At the moment that de Brus Marketing Services Limited (‘we’ or ‘us’) accept your order, a binding legal contract exists between you and us. The contract is subject to the terms and conditions set out below. BY PLACING AN ORDER FOR THE PRODUCTS AND/OR SERVICES, YOU ARE DEEMED TO HAVE ACCEPTED THESE TERMS AND CONDITIONS. These terms and conditions, the advertised prices of the products and services, and your order constitute the entire agreement between you and us.

1.    ‘EduCare’ is the trading name of de Brus Marketing Services Ltd, a company registered in England (No. 01741045), whose registered office is at Crown House, 33 Warwick Street, Leamington Spa, Warwickshire CV32 5JX, United Kingdom. Our VAT registration number is 398 3384 00.

2.    ‘Customer’ means the entity whose name and registered address is set out on any order to which these terms and conditions shall relate.

3.    How the contract is formed between us.

a. We shall sell and Customer shall purchase the products and/or services, as set out in the Quotation (if the Customer accepted it), or the Customer’s order (if we accepted it), subject in either case to these terms and conditions, which shall govern the contract to the exclusion of any other terms subject to which any such quotation is accepted or purported to be accepted, or any such order is made or purported to be made, by the Customer.

b. No variation to these terms and conditions shall be binding unless agreed in writing between authorised representatives of the parties.

c. Any advice or recommendation given by us or our employees or agents to the Customer or the Customer’s employees or agents as to the storage, application or use of the programmes, which is not confirmed in writing by us, is followed or acted upon entirely at the Customer’s own risk and accordingly we shall not be liable for any such advice or recommendation which is not so confirmed.

d. Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by us shall be subject to correction without any liability on our part.

Risk and Title.

e. The property in the products shall not pass to the Customer until we have received in cash or cleared funds payment in full of the price of the products or for our services in connection with the same and all other products or services agreed to be sold by us to the Customer for which payment is then due;

f. Until such time as the property in the products passes to the Customer, the Customer shall hold the products as our fiduciary agent and bailee, and shall keep the products separate from those of the Customer and third parties and properly stored, protected and insured and identified as our property, but the Customer may resell or use the products in the ordinary course of its business;

g. The Customer may not pledge or in any way charge by way of security for any indebtedness any of the products which remain our property, but if the Customer does so all moneys owing by the Customer to us shall (without limiting any other right or remedy that we may have) forthwith become due and payable.

4.    Price. All prices for UK customers exclude VAT at the prevailing rate (unless otherwise indicated) and are as set out on the Quotation or as otherwise specified from time to time, unless in cases of obvious error. Prices are subject to alteration. However, any change in price will be notified to the Customer prior to the Customer’s acceptance of the order. The Customer has the right to cancel any order affected by the price change up to 5 working days after we notify the Customer of the price change.

a. Additional charges. Our additional charges are set out below:

                                          i.    Certificate name re-setting (see clause 24. below) - £5.00 + vat

                                          ii.    Re-sit charge per module (see clause 25. below) - £7.50 per module + vat

5.    Invoices. Unless otherwise agreed, or where purchases are made online, we will raise our invoice and deliver it to the Customer upon receipt of the Customer’s order. The Customer shall pay our invoice(s) in full and in cleared funds and without deduction or set-off, within 30 calendar days of receipt of such invoice by BACS to the following account: Barclays Bank PLC, sort code: 20-48-08, account name: de Brus Marketing Services Ltd trading as ‘EduCare’; account number: 80322318 giving the Customer name for the payment reference or alternatively by cheque delivered to the address on the invoice.

6.    Interest on late payment. Without prejudice to any other right or remedy that we may have, if the Customer does not pay us on the due date, we may:

a. Charge interest on such sum from the due date for payment at the annual rate of 4% above the base lending rate from time to time of Barclays Bank PLC, accruing on a daily basis, whether before or after any judgment and the Customer will pay such interest immediately on demand. We may claim interest under the Late Payment of Commercial Debts (Interest) Act 1998; and

b. Suspend the supply of all products or provision of any services until payment has been made in full.

7.    Sums due on cancellation. All sums payable to us under any order or sums incurred under any order (but not yet invoiced) will become due immediately on its cancellation, despite any other provision. This is without prejudice to any right to claim for interest under the law, or any such right under these terms and conditions.

8.    Our right to set off. We may without prejudice to any other rights we may have, set off any liability of the Customer to us against any liability of us to the Customer.

9.    Cancellation of Initial Purchase of an EduCare for Education Licence. Once an order has been placed with us (either online, by telephone, face to face or in writing),  we reserve the right to charge a cancellation fee of 25% of the total order cost, should that order subsequently be cancelled, provided that no login details have been sent.  Once login details and passwords to access the programme(s) have been sent, but before any part of the programme has been opened, a Customer may cancel the order within 10 calendar days, though we reserve the right to increase the cancellation fee to 35% of the total order cost to cover the cost of registration. The Customer has no right to cancel the licence following commencement of any programme.

10. Compatibility of Online Programmes. The technical specifications required to use the online programmes are available at http://www.educareforeducation.com/ or by telephoning EduCare. We accept no responsibility or liability for a Customer’s failure to use all or part of the online programme due to the Customer’s computer system not meeting the specifications required to utilise the online programme. We are under no obligation to provide online programmes if a Customer’s computer system does not meet the specifications required to utilise the programme and may only provide replacement paper copies at our own discretion and subject to the provisions of clause 7.

11. Warranty. The Customer acknowledges and agrees that the products and services that we supply operate as a guide for training purposes only. As such we accept no liability of any nature whatsoever (save as set out in section 20 below) if, following the training, a situation occurs giving the Customer (or any of its Users) the opportunity to apply the skills taught during the training, but notwithstanding such training, loss or damage is sustained by the Customer (or any of its trainees). We use our reasonable endeavours to ensure that the descriptions and content of programmes on any of our media are current, however we do not give any warranty as to the accuracy of any such information to its suitability for any purpose for which the Customer may wish to purchase it, or otherwise. The products and services listed in any brochure, promotional material, website or any other medium, constitute an invitation to treat. We cannot guarantee product and/or service availability. Should a product and/or service be temporarily (or permanently) unavailable, we shall notify the Customer accordingly and the Customer shall be given the option to cancel the order. If the Customer does not cancel the order, the Customer will be deemed to have accepted the new date for availability (where appropriate). This shall be the Customer’s sole remedy in respect of product and/or service availability.

12. No other warranty. Subject as expressly provided in these terms and conditions, and except where the products and/or services are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

13. Liability. Subject to section 19 and to any liability which cannot be excluded at law, we shall not be liable for any indirect or consequential loss of any kind including: loss of profits; loss of business; depletion of goodwill; loss of opportunity; loss of anticipated savings; loss of contract; loss of goods; loss of use; loss or corruption of data or information; or special, indirect, consequential or pure economic loss, costs, damages, charges and expenses (including legal and other professional fees and expenses) in contract, tort (including negligence) or otherwise arising. We shall only be liable for direct losses caused by us (except for liability for death or personal injury where there is no limit) up to a maximum (per claim or series of related claims) of the price of the products and/or services (as applicable) giving rise to the claim.

14. Events beyond our control. We shall not be liable for a failure to deliver the products and/or services or any delay in doing so or for any damage or defect to products and/or services delivered that is caused by any event or events beyond our control, including but not limited to, an act of God, hostilities, terrorism, industrial strikes, lock-out or other industrial disputes, breakdown of systems or network access, third party supplier issues, flood, fire, explosion or accident.

15. No waiver. No waiver by us of any breach of these terms and conditions by the Customer shall be treated as a waiver of any subsequent breach of the same or any other provisions.

16. Data Protection. We will process personal data that we hold about the Customer in accordance with our [Privacy Policy], the terms of which the Customer agrees by accepting these terms and conditions. We reserve the right to make a nominal statutory charge if you request access to your personal data that we hold and process on our database. This does not affect your rights under the Data Protection Act 1998.

17. Third Party Markers. Without prejudice to the provisions of our Privacy Policy, the Customer acknowledges and consents to relevant personal information will be transferred to external examination bodies and other third parties in order that the completed programmes may be assessed and marked. This does not affect your rights under the Data Protection Act 1998.

18. Notices. Any notice required to be given under these terms and conditions shall be in writing and shall be delivered personally, or sent by pre-paid first class post, recorded delivery or by fax or email to the other party using the contact details set out on the order or as otherwise specified by the relevant party by notice in writing to the other party. Any notice shall be deemed to have been duly received if delivered personally, when left at the address and for the contact referred to in this clause, if sent by pre-paid first class post or recorded delivery, at 9.00 am on the second business day after posting or if delivered by fax or email, on the date of sending provided that a copy of the original transmission is sent by prepaid first class post to the other party at the address specified in this clause within 24 hours of the day of the original fax or email transmission.

19. Assignment. The Customer shall not, without our prior written consent, assign, transfer, charge, mortgage, subcontract or deal in any other manner with all or any of its rights or obligations under the contract. We may at any time assign, transfer, charge, mortgage, subcontract or deal in any other manner with all or any of our rights under the contract and may subcontract or delegate in any manner any or all of our obligations under the contract to any third party or agent. Each party that has rights under the contract is acting on its own behalf and not for the benefit of another person.

20. Invalidity. If any provision of these terms and conditions is declared by any judicial or any other competent authority to be void, voidable, illegal or otherwise unenforceable then that provision shall be limited to the minimum extent necessary so these terms and conditions shall otherwise remain in full force and effect and enforceable.

21. Entire Agreement. These terms and conditions supersede any prior or other agreement between the parties whether written or oral relating to its subject matter.

22. Rights of Third Parties. A person who is not a party to the contract shall not have any rights under or in connection with it.

23. Governing Law. These terms and conditions shall be governed by and construed in accordance with the laws of England and the English courts shall have exclusive jurisdiction to decide any dispute concerning the terms and conditions or the subject matter of these terms and conditions.

24. Mis-spelt Certificates. Before generating certificates to download, Users are requested (and prompted on screen) to check that their first and last names are spelt correctly as this is exactly how their name will appear on all their certificates. Once accepted, users are unable to make changes, and will need to contact EduCare to re-set their certificate details. For this service, EduCare charge an administration fee of £5.00 + vat, which is payable by credit card at the time of request.

25.    Failures. The learning management system automatically allows Users to have a second attempt to pass the questionnaire(s) of a programme. If Users fail on the second attempt, they will need to be re-registered (by their Administrator) on the site, and must re-sit the entire programme. Please note, programmes with proficiency tests allow one attempt only to pass, before re-registration is required.  Alternatively, re-sits of failed modules may be purchased directly from EduCare at a cost of £7.50 per module (not per programme), payable by credit card at the time of purchase.

26.    EduCare for Education Licence: An EduCare for Education licence offers organisation's access to 14 online training programmes: NSPCC Child Protection Awareness in Sport and Active Leisure, NSPCC Preventing Bullying Behaviour, NSPCC Safer Recruitment, Protecting Vulnerable Adults, Personal Safety, Basic Food Hygiene, An Introduction to Safety in Clubs and An Introduction to Equality & Diversity. Licences are sold as follows: Small – up to 10 users, Medium – up to 50 users and Large – unlimited access to staff, volunteers and members of your club.  Sports clubs are prohibited from re-selling, or granting access to anyone outside of their sporting organisation or establishment, unless specifically agreed with EduCare. EduCare reserves the right to limit or deny access to users found to be in breach of these terms and conditions.   

27.    Licence Renewal. EduCare for Education licences are valid for one calendar year from the date of registration on to the EduCare for Education platform, and will be renewed for one year automatically on a rolling annual basis unless terminated in accordance with these terms:

a.      The Customer notifies EduCare in writing of their intention not to renew their licence for another year at any time prior to 14 days (the cancellation deadline date) before the annual renewal date;

Once the cancellation deadline date has passed (i.e. less than 14 days prior to the annual renewal date), an invoice will be issued, and the Customer will be liable for the next full year’s licence fee. 

28.    Programme Reviews and Updates. EduCare reviews and updates (where necessary) all programmes on an annual basis. When we are about to launch an updated version of a programme, we try to notify all users (who are still ‘in progress) at least 4 weeks in advance, and thereafter, following launch, all users (irrespective of progress status) are given access to complete the new programme.

29.    EduCare for Education ™ is the trademark of de Brus Marketing Services Ltd; trading as EduCare®.