Terms and Conditions

1. These terms and conditions and those set out in the Booking Form (“Booking Form”) submitted to You ordering services (“Terms”) form the entire agreement between Underscore Group Ltd (“Underscore Group”) and the client (“Client”, “You”, “Your”) for the provision of services detailed on the Booking Form.

2. These Terms shall prevail over any terms of business or purchase conditions proffered by the Client, unless agreed otherwise in writing by Underscore Group. These Terms may not be varied without the written agreement of the authorised signatories of both parties.

3. In these terms: “Training Course” means a course provided by Underscore Group or a named third party where both the instructor and the venue are provided.

Instructor Led Training Courses

4. Underscore Group provides instructor led Training Courses solely by reference to their description, as detailed in the Booking Form submitted to You by Underscore Group. It is the Client’s responsibility to ensure that delegates have the knowledge, skills and experience detailed in the course pre-requisite.

5. Booking – Provisional Training Course bookings may be made by telephone or email. If You provide Underscore Group with Your email address, an email will be sent to You confirming availability and price. Underscore Group will confirm places for the courses or dates for private courses on receipt of a Purchase Order.

6. Joining Instructions – Training Course joining instructions and any pre-course documentation will be sent to the Client´s named contact, as stated by You, or as otherwise communicated to Underscore Group by You by phone or email. It is the Client’s responsibility to ensure that all course joining instructions and documentation sent by Underscore Group is forwarded to course delegates where they are not the named contact.

7. Cancellation and Transfers – You may cancel or transfer a booking by giving written notice and on payment of a cancellation and transfer fee where appropriate. The cancellation and transfer fee is calculated as a percentage of the Training Course fee and varies with the number of calendar days’ notice given to Underscore Group in writing before the commencement of the Training Course (see table below). All cancellations and transfers must be made within the hours of 9am – 5pm. Any cancellations and transfers falling outside such hours will be deemed to fall within the next business day where a business day is any day except a Saturday, Sunday or public holiday in England. The day the Training Course is to commence shall not be counted.

Course Cancellation period of notice prior to training course date	Cancellation Fee
29+ Calendar days’ notice	0%
22 – 28 Calendar days’ notice	50%
0 – 21 Calendar days’ notice	100%

Course Transfers period of notice prior to training course date	Transfer Fee
22 – 28 Calendar days’ notice	0%
14 – 21 Calendar days’ notice	50%
0 – 14 Calendar days’ notice	100%

Substitution – No charge will be made for the substitution of delegates. All substitutions should be notified to Underscore Group in writing prior to the date of the Training Course.

9. Rescheduling by Underscore Group – In the event that Underscore Group has to reschedule a Training Course, delegates will be offered an alternative course date.

10. The Client shall advise Underscore Group in writing within 14 working days of the end of a Training Course should any of their delegates be dissatisfied with the Training Course. Any such complaints will be assessed by Underscore Group on a case by case basis at Underscore Group’s absolute discretion.

Fees and Payment Terms

11. Underscore Group shall invoice the Client for all fees, charges and expenses plus VAT at the prevailing rate. VAT will be charged on all courses that take place in the UK, irrespective of the location of the customer.

12. Payment for Training Course bookings is due on the day of course delivery. Payment may be made by BACS or cheque as detailed on the Booking Form. Payment of invoices is of the essence of these Terms.

13. If any payment is overdue, Underscore Group may (a) charge interest on any overdue payments at the rate of 3% above the base lending rate from time to time of the Bank of Scotland Plc on any sums due but not paid, from the date payment became due until the actual date of payment, without prejudice to any of its other rights (b) charge on an indemnity basis for all collection costs incurred as a result of the recovery of any outstanding payment (c) provide written notice that all outstanding invoices are immediately due and payable (whether prior to default such invoices were due for payment or not); and/or (d) refuse to accept any further bookings from the Client until the total outstanding sum(s) are paid in full.

14. The Client shall pay all travel and subsistence expenses, equipment hire, or other approved expenditure incurred by Underscore Group or its agents in the provision of Training Courses to the Client in addition to the course fee. All such additional costs, where possible, will be notified to the Client in advance. The provisions in clause 12 shall apply to any expenses invoices raised in accordance with this clause 13 which are not paid by their due date.

Services at Client or Third Party Locations

15. The Client shall advise both Underscore Group and the instructor provided by Underscore Group of any health and safety matters applicable to a Client site and all applicable safety, security and other site rules, practices and procedures.

16. The Client warrants to Underscore Group that it owns or has obtained the appropriate consents and licences for any software which Underscore Group personnel or its agents may be asked to use as part of a service.

Confidentiality and Intellectual Property

17. The Client agrees that it shall maintain as confidential all information of a confidential or commercially sensitive nature that it obtains from Underscore Group or a provider of a training course (or from any person on behalf of such parties) and shall use such information solely to fulfill its obligations under these Terms or as may be required otherwise by law.

18. All intellectual property rights (“Rights”) in course documents, software, materials and media (“Materials”) will remain under the ownership of the named copyright holder stated on the specific Materials.

19. Materials may not be reproduced or transmitted in any form, or by any means, electronically or mechanically, including photocopying, recording or any information storage or retrieval system without the prior written permission of Underscore Group or the relevant holder of copyright. Materials are provided subject to the condition that they shall not, by way of trade or otherwise, be lent, resold, hired out, or otherwise circulated without the prior written permission of Underscore Group or the relevant holder of copyright.

Underscore Group Liability

20. Underscore Group does not limit its liability for death or personal injury due to its negligence. Underscore Group’s total liability to the Client, other than for damage to property for which its liability shall not exceed £1 million, for any losses, costs, expenses or damages under these Terms shall be limited to the total fees paid or payable by the Client to Underscore Group in relation to the specific Booking Form to which the claim relates. Under no circumstances shall Underscore Group have any liability to the Client for loss of profit, revenue, anticipated savings or bargain; or loss or corruption of data or software; or for any indirect, special or consequential losses.

21. Unless detailed elsewhere in these Terms, all Underscore Group services are provided materially in accordance with their description. The undertakings, representations and warranties in these Terms are in lieu of all other warranties express or implied, statutory or otherwise.

Non Solicitation

22. Until the expiry of six months after completion of a service or termination of these Terms, whichever is the later, neither party will solicit the employment or services of any personnel of the other party who has been engaged in connection with services in any Booking Form. Liquidated damages for breach of this provision payable by the party in breach of this Clause shall be equal to twenty percent (20%) of the annual gross salary or annual service fees of that person in their employment or engagement with the original party.

Use of Name, Email Address and Logo

23. The Client agrees that Underscore Group may use the Client’s name and logo solely for promotional purposes in its literature and on its website following the provision of a Training Course to the Client and the Client hereby grants a licence for such use to Underscore Group.

24. The Client agrees that Underscore Group may store the Client’s email address for contact purposes and occasional marketing

General

25. These Terms are governed by the law of England and Wales and are subject to the exclusive jurisdiction of the English Courts.

26. Underscore Group shall not be liable for any failure to fulfil its obligations where such failure is due to circumstances beyond its reasonable control.

27. Underscore Group shall be entitled to assign its rights and obligations under these Terms to any third party.

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