Terms and conditions
These terms and conditions (“Terms”) govern your purchase of Open Courses from Hemsley Fraser Group Limited.
Any reference to “you”/ “yours”/ “yourself” shall mean the Client who could be a customer/Delegate and/or website user. “Delegate” in turn refers to an individual attending the Course(s). Any reference to “HF”/ “us”/ “we”/ “our(s)” shall mean Hemsley Fraser Group Ltd.
For the purposes of these Terms, HF and the Client shall collectively be referred to as “the Parties” and individually as “a Party”.
Any reference to “Agreement” shall mean these Terms.
1. Contractual Relationship
These Terms constitute a contractual relationship between Hemsley Fraser and our Clients using our services or purchasing any products or learning asset(s) from us.
2. Overview of Services
2.1 As a provider of turn-key learning solutions, we make several learning assets and solutions available through our repertoire of open courses (“Open Course(s)”/ “Course(s)”). Open Courses can be taken:
i. Face-to-face and/or
2.2 Our Open Courses are listed on our website with complete details including but not limited to the following:
i. virtual or face-to-face session
iii. dates available
v. course duration
vi. learning assets and topics included
vii. optional sessions offered if any and
viii. any CPD points that can be gained from it.
2.3 Due to the fluid nature of training courses and our commitment to continuous improvement, we reserve the right to change, without liability, the course content and/or trainer at any time in line with market demands.
2.4 Our Courses are delivered in English, and it is recommended that Delegates have a good understanding of the English language to be able to fully benefit from our Courses.
3. Booking a Course and Terms of Payment
3.2 Provisional Bookings
To make a provisional reservation on a Course, please either complete the online booking form, or contact one of our advisors on 0345 071 2801.
To secure a telephone reservation, we must receive a written confirmation from you within 5 [five] days of the provisional booking being made.
3.3 Confirming a Booking
Confirmation can be sent by email or completed online. On receipt of your booking request, an invoice will be generated confirming the receipt of your booking request.
3.4 Joining Instructions
Delegates will find the information required to attend face to face and virtual Open Courses, within our Open Engagement Hub, which they will be able to access via a link emailed to them by us. For the purposes of receiving the above-mentioned link, Delegates must ensure that they provide a valid email address to us.
3.5 Payment and Terms of Payment
i) Course prices (“Fees”) are displayed on the website and can be paid via the options outlined in paragraph (c) of this Clause 3.v.
ii) All Fees in our brochures are current at the time of going to print. However, we reserve the right to change them. For the most up-to-date Fees, we encourage you to check our website, which is from time to time updated.
iii) Payments can be made by cheque, debit, credit card or BACS transfer to our account, the details of which are as follows:
Bank Details: Lloyds TSB, 72 Bailey Drive, Gillingham
Sort Code: 30-15-99
Account No: 00274312
iv. Where payment is being made by cheque or a BACS transfer, our payment terms are 14 [fourteen] days from the date of the invoice or prior to the Course start date, whichever is the sooner. In all circumstances, we must receive the full payment for the Course prior to the Course start date. In any event, we reserve the right to refuse admission if payment has not been received prior to a Delegate attending your Course.
v. In the event of a late payment, we reserve our right to interest at the rate of 5% per annum above the Bank of England base rate under the Late Payment of Commercial Debts (Interest) Act 1998.
vi. For payments in Euros or US Dollars please contact us.
vi. VAT- As required by HMRC, all costs incidental to courses delivered in the United Kingdom will be subject to VAT at the prevailing rate.
Any services delivered outside of the United Kingdom will be subject to any applicable charges, according to the local tax laws.
4. Course Dates and Venues
Hemsley Fraser reserves the right to alter or cancel published dates and change venues without liability. In the event of a cancellation, where an alternative cannot be provided, monies received in respect of that Course can be refunded in full. Hemsley Fraser are not liable for any travel and accommodation costs. Whilst every effort will be made to avoid resource changes, Hemsley Fraser reserve the right to amend or replace any pre-named trainer scheduled to deliver a specific Course.
5. Data Protection and other policies
5.3 If a booking is made on behalf of a third party you warrant that you have secured their express consent for their data to be used for this purpose and have in place all relevant policies and processes to ensure compliance with all relevant legislation.
5.5 Other policies: The Parties agree that for the purposes of this Agreement, the Parties shall adhere to HF’s policies, including without limitation:
- Anti-Bribery, Anti- Corruption and Anti-Money Laundering Policy
- Anti-Tax-Evasion Policy
- Anti-Slavery Policy
- Equality and Diversity Policy
- Anti-Discrimination Policy and any other policy that we may have in place.
We encourage all our customers/clients and Delegates to familiarise themselves with our internal policies, as these policies enable us to adhere to a professional code of conduct and ethics. Copies of our internal policies are available to you upon request.
6. Delegate Substitution
If you would like to make a substitution, please call us on 0345 071 2801 and we will be happy to help you. Substitutions, with the exception of Courses involving an examination and/or diagnostics, can be made at any time without incurring a penalty.
PRINCE2® - Due to pre-course preparation, substitutions on all PRINCE2 courses cannot be made within 10 days of the Course Date.
7. Cancelling and Transferring Courses
All cancellation requests must be made in writing. Should you wish to cancel a Course, the following fees (“Cancellation Fees”) shall apply:
- 29+ days before start of Course = 20% of the Course Fee.
- 15-28 days before start of Course = 50% of the Course Fee.
- 0-14 days before start of Course = 100% of the Course Fee.
7.2 Any free places given under special offers will be subject to a £100 cancellation charge.
7.3 Bulk Cancellation
If you wish to terminate/cancel 5 [five] or more Courses at one time, you must serve a “Sufficient Notice” (as defined in this Clause 7.3 ), in which case refunds on Courses that will remain undelivered after the last date of the Sufficient Notice Period, will be made by us based on factors including but not limited to (a) the unit price of each Course after discounts (if any) given to you, (b) notice period served for cancellation, and, (c) number of Delegates signed onto the Course(s). The refund calculated may differ for each Client as the calculation of the refund will be based on the above variable factors. The refund amount that you are entitled to upon a bulk cancellation will be communicated to you and only on your confirmation to proceed with the cancellation, will your Courses be formally cancelled.
When Sufficient Notice is given, 20% of the cumulative Course Fees will be charged as a cancellation fee.
For the purposes of bulk cancellation, you must serve us a notice in writing within the following notice period (“Sufficient Notice Period”). Failure to give Sufficient Notice will impact on the refund you will be entitled to receive under this Clause 7.3.
No of courses
5 - 25
26 - 50
i. A Delegate can only transfer to a different date for the same Course (“Transfer”), i.e., Transfers can only be made with respect to the Course Date.
ii. The Delegate must specify their choice of transfer date at the time of the Transfer.
iii. In the event of a Transfer the following fees (“Transfer Fees”) shall apply:
- Transfer 29+ days before start of course = £50 administration fee applies
- Transfers made 15-28 days before start of Course = 20% of Course fee
- Transfers made 0-14 days before start of Course = 50% of Course fee
iv. If a Delegate uses the Transfer option, the original Course invoice, and the Transfer invoice remain due, even if the Transfer reservation is subsequently cancelled.
i. For the purposes of this Clause 7, a reference to “days” shall refer to calendar days.
ii. For the purposes of calculating the notice period for your request for cancellation, bulk cancellation and/or Transfer, the date of service of notice and the commencement date of the Course shall be excluded.
iii. For example, if your Course begins on the 1st of June and you serve a notice of cancellation on the 15th of May, day 1 [one] of your notice will be the 16th of May and the last date of your notice will be the 31st of May, i.e., in this case you would have served a 16 days’ notice, thereby being liable to pay 50% of the Course Fee, as the Cancellation Fee.
8.1 If a Delegate fails to attend a Course without prior notification, Cancellation Fees of 100% will be applied.
8.2 In the event a Delegate fails to attend a Course on account of an emergency or any other unforeseeable circumstances, not constituting a Force Majeure Event, they must notify Hemsley Fraser of their inability to attend the Course prior to the commencement of the Course, in which case Hemsley Fraser will offer to transfer them to another date of the same Course at 50% of the Course fee (“Proposed Transfer”).
8.3 A Delegate must confirm acceptance of the Proposed Transfer or request for alternate dates within 14 [fourteen] calendar days of receiving the details of the Proposed Transfer from Hemsley Fraser. After 14 [fourteen] calendar days have lapsed, the booking will be cancelled, and cancellation terms will apply.
8.4 Hemsley Fraser reserves the right to ask a Delegate to leave a Course if it is felt that they are unable to participate and contribute to the learning on the Course. This includes inappropriate behaviour and actions that are detrimental to the learning received by other participants on the Course.
9. Disclaimers and Limitation of Liability
i. Our services are restricted to the Course topic only and are not intended to be a substitute for therapy, psychiatric or otherwise and/or any medical treatment or diagnosis. Our services should therefore not be relied upon as therapy or assistance in lieu of therapy that one would normally seek from a therapist or qualified healthcare professional.
ii. Any comments made during training or Course delivery are expressions of opinion only.
iii. The results of our Courses differ for different individuals and the success of a Course is largely dependent on the Delegate’s own commitment and dedication towards the Courses and training. Previous results of our Courses and training can neither represent nor guarantee the same experience, level of progress or success of current or future Delegates.
9.2 Limitation of Liability
i. All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from this Agreement.
ii. Subject to the limitations contained in this paragraph 9, our total liability for any losses incurred by you shall not in any circumstances exceed the value of services purchased by you.
iii. We do not assume liability for the outcome of the Courses/training, as, the result of the Courses and training depends on a number of factors including without limitation, the Delegate’s own commitment, discipline, motivation, and dedication towards their professional development.
iv. We are not liable to you or any third party for any indirect, consequential, or special damages including loss of profits, loss of business, no economic success and/or loss of goodwill.
v. The Courses are intended for the Delegates’ use only and we shall not be held liable for reliance on it by any party other than the Delegate(s).
vi. Hemsley Fraser does not warrant that our Courses, services, information and/or content included on or otherwise made available to you through our Courses, services, servers, or electronic communication sent by us are free of viruses or other harmful components. We will not be liable for any damages of any kind arising from the access of our services, or from any information or content and/or services, included on or otherwise made available to you through our Website, the Open Engagement Hub, Courses or services, including, but not limited to direct, indirect, incidental, punitive and consequential losses and/or damages, unless otherwise specified in writing.
9.3 Force Majeure
Neither Party shall be liable for any delays or failures in performance due to circumstances beyond its reasonable control. “Force Majeure Events” shall include: (i) explosions, fires, flood, earthquakes, catastrophic/adverse weather conditions, travel disruptions due to adverse weather conditions or otherwise, epidemic, pandemic or other elements of nature or acts of God; (ii) acts of war (declared or undeclared), acts of terrorism, insurrection, riots, civil disorders, rebellion or sabotage (including electronic sabotage and attacks); (iii) acts of local or foreign governmental authorities or courts; and (iv) labour disputes, lockouts, strikes or other industrial action, whether direct or indirect and whether lawful or unlawful. If either Party is prevented from or delayed in performing any of its obligations under this Agreement by a Force Majeure Event, it shall promptly notify the other Party of the occurrence of a Force Majeure Event and describe, in reasonable detail, the circumstances constituting the Force Majeure Event and of the obligations, the performance of which are thereby delayed or prevented.
We will not be liable for delays and/or the inability to conduct a Course on account of a Force Majeure Event. Where we cannot conduct a face-to-face Course due to a Force Majeure Event, we will provide the same Course virtually on the same date on which the original Course was scheduled to be held face- to-face, or otherwise on any other date in respect of which reasonable notice will be provided to you.
In the event a Delegate refuses to attend the virtual Course, which had it not been for the Force Majeure Event would have been held face to face, the Delegate shall be deemed to have forfeited the Course and shall be liable to pay the Course Fee in full.
If a Delegate is prevented from attending a Course by reason of a Force Majeure Event and gives notice of it along with any supporting information to Hemsley Fraser prior to the commencement of the Course, the Delegate shall be transferred to another date of the same Course without any liability.
10. Intellectual Property
10.1 Hemsley Fraser owns the intellectual property to all its Courses, material, and course content (“Assets”) .
10.2 Delegates may use Hemsley Fraser’s intellectual property exclusively for the purposes of this Agreement and shall not make any unauthorised use including the reproduction, distribution, communication and/or sale of Hemsley Fraser’s Assets to third parties. Unauthorised use of our Assets shall constitute a breach of our intellectual property rights, entitling us to seek indemnification from the infringing party for any losses, and/or claims resulting from such breach and to seek damages, injunctions and/or any other remedies available to us under law and/or equity.
10.3 You agree not to manipulate the Assets and or any other material and/or equipment provided in relation thereto, digitally, or otherwise in a way that alters the final product created by Hemsley Fraser.
10.4 Delegates shall attribute Hemsley Fraser for the Assets and services provided, including on social media platforms.
10.5 For the purposes of promoting our services and showcasing our portfolio of work, we are permitted to refer to the Client(s) as our customers and provide references of the services provided to the Client(s).
10.6 You agree that that the Hemsley Fraser Trade Mark(s), logo(s) and creative content displayed on the website are the exclusive intellectual property of Hemsley Fraser.
11. Savings, Schemes and Packages
HF has made available certain savings schemes, the details of which are displayed on the website. Terms applicable to a particular savings scheme will be applicable to Delegates signing up for the relevant scheme.
11.1 Learning Passport (“Passport Scheme”)
i. All events must be booked within a 6 [six] month period from purchasing the passport.
ii. All events booked as part of the Passport Scheme must be attended by the same individual within 12 [twelve] months of the passport purchase.
iii. Up-front payment only.
iv. Cancellation of the Learning Passport will result in a 100% cancellation charge.
v. This offer cannot be used in conjunction with any other offer.
vi. Hemsley Fraser cancelled events will not be refunded as the day(s) will be added back
vii. onto your passport if an alternative date is not suitable.
viii. Residential courses, “Partner Courses” (i.e., courses provided by partner organisations) and accreditation courses are exempt from the Learning Passport scheme.
11.2 Course Discount
i. A Course discount cannot be used in conjunction with any other promotion.
ii. A Course discount only applies to Hemsley Fraser run courses and therefore does not apply to third party Partner Courses or events.
iii. A Course discount excludes residential, exam courses and marked assignments.
iv. A Course discount is subject to the availability of places on the specified course.
v. We reserve the right to withdraw Course discounts at any time.
11.3 Peace of Mind
Re-attending a Hemsley Fraser training Course free of charge only applies to the following:
i. Refresher: If you haven't been able to apply what you learnt within 6 [six] months of your Course date.
ii. Change in legislation: If the legislation taught within a Course changes within 6 [six] months of the Course date, you (the same Delegate) are free to re-attend the same Course.
iii. Delegate leaves the company: If the person you booked onto a Hemsley Fraser training Course leaves within 2 [two] months of the Course date, you can send their replacement on the same Course free of charge.
iv. The event date for re-attendance will be at the discretion of Hemsley Fraser but will be agreed with the Delegate.
v. The free re-attend only applies to the original Delegate that attended for:
- Change in legislation
vi. Re-attendance needs to be within 6 [six] months of the original training event date, where possible.
vii. As the person will be taking up a space on the event, a cancellation charge of £100 applies if there is a cancellation or no show.
viii. Hemsley Fraser reserves the right to withdraw this peace of mind offer at any time and without notice.
*The peace of mind offer - separate conditions apply for brokers. Contact us for details.
11.4 Refund/Replacement Course
We guarantee to offer a full refund or replacement Course if the attended Course did not reflect the current published description. If the claim constitutes requesting a replacement Course, the replacement Course must occur within 90 [ninety] days of the original Course date. All claims must be made in writing within 10 [ten] working days of the attended Course date to [email protected].
12. Digital Learning Hub for Open Delegates
12.1 As an Open Course Delegate you may be given access to our repository of resources and digital assets (“Digital Learning Hub”, hereinafter “the Hub”).
12.2 Your access and use of the Hub will be subject to the terms of the Digital Assets License Agreement (“the Hub License Agreement”/ “the License Agreement”), key terms of which have been reproduced below. As a Client/ Open Course Delegate using the Hub, you must familiarise yourself with the Hub License Agreement. A complete copy of the Hub License Agreement will be made available to you.
The terms of the Hub License Agreement are as follows:
For the purposes of this Licence Agreement, “Materials” shall mean the digital assets residing in the HF Digital Learning Hub (“the Hub”) available on HF’s online platform (the “HF Site”), as such Materials may be updated, modified, or changed from time to time, in HF’s sole discretion. In order to use the Materials, “Permitted Users” will require a user device and software that meets “Minimum User Requirements,” that for the purposes of this Licence Agreement shall mean those requirements set forth on the HF Site. HF reserves the right to update the Minimum User Requirements from time to time.
For the purposes of this License Agreement, “Permitted Users” shall mean those Delegates who have been authorised to use the Hub by virtue of the purchase for or by them of HF’s Open Courses and/or any other products or services.
HF will provide a password - protected platform through which Permitted Users may access the Materials. HF will make every effort to ensure smooth and continuous operation of the platform.
12.5 Term and Termination
i. The “Initial Term” shall mean a period of 12 [twelve] months, commencing on the date of the Permitted User’s payment of the Course Fee. The Initial Term shall be renewable thereafter on an annual basis subject to the Permitted User’s payment of the then current annual licence fee as set forth on the then current schedule of prices (“Pricing Schedule”) displayed on the HF Site (“Annual License Fee”) and the Permitted User’s agreement to HF’s then current terms and conditions for the licence of the Materials. The Initial Term together with all renewal periods shall be referred to herein as the “Term”.
ii. HF shall have the right to terminate this Licence Agreement and all use of the Materials by the Permitted Users at any time without notice following (a) a violation or breach of this Licence Agreement by the Permitted Users and/or (b) HF’s reasonably good belief that the Permitted User(s) have violated or infringed, or are violating or infringing, HF’s or any third party’s intellectual property or other rights. HF’s election to exercise any such termination right shall be in addition to HF’s entitlement to pursue any and all other legal and equitable remedies available.
12.6 Data Collection
iii. The Permitted User acknowledges that HF and/or its third-party affiliates hosting the Materials shall be entitled to collect data associated with the Permitted Users’ use of the Materials (e.g., book viewed, pages viewed, etc.) (collectively, the “Materials Use Data”).
HF will communicate with Permitted Users on an on-going basis to engage them with the Materials, highlighting topics and communicating updates, if any.
13 Dispute Resolution, Jurisdiction and Governing Law
13.1 Any dispute between the Parties, arising from or in connection with this Agreement shall in the first instance, be attempted to be resolved by amicable settlement. If the dispute has not been resolved within 30 [thirty] days from the date on which attempts at amicable settlement began, the Parties shall mutually appoint a mediator, who shall be a neutral person with no ties to either Party. The cost of appointing the mediator shall be borne equally by both the Parties. The Parties agree to uphold, to the extent possible, the settlement arrived at, at the conclusion of mediation. Should mediation fail, the dispute shall be submitted to the exclusive jurisdiction of the courts of England.
13.2 This Agreement shall be governed by the laws of England.
Hemsley Fraser may review, revise, or vary these Terms and the policies referred to within it from time to time to reflect the changing needs of the business and to comply with new legislation. We will try our best to notify Clients about any major changes to our Terms and Conditions. As a Client you must ensure that you stay up to date with the Terms and Conditions.
These Terms are to be considered separately, and if any provision(s) of this Agreement should be found by any court of competent jurisdiction to be invalid or unenforceable, this Agreement will be deemed to have effect as if such provision were severed from this Agreement.
16. Exclusion of Third-Party Rights
The Parties to this Agreement do not intend that any term under this Agreement should be enforced, by virtue of the Contracts (Rights of Third Parties) Act 1999, by any person is not a party to this Agreement.
17. Entire Agreement
These Terms along with the Digital Assets License Agreement represent the entire agreement between the Parties. If any employee or agent of Hemsley Fraser has agreed to anything inconsistent with these Terms, these Terms will always take priority.