“Kiwi” means Kiwi Education Ltd who will provide the Course. Registered in England number 8647707. Registered Office address: 12-14 Carlton Place, Southampton, Hampshire, SO15 2EA, UK.. In these terms and conditions “we” means Kiwi Education Ltd and “our” and “us” shall have the corresponding meaning; “you” shall mean you the customer and “your” shall have the corresponding meaning.

1. DEFINITIONS

1.1 In these Terms and Conditions (“Terms”) unless specified the following words shall have the following meanings:

“Brochure” means brochure of Courses published by a Training Provider from time to time;

“Consumer Cancellation Period” means the period up until the relevant Course is delivered or the end of 14 calendar days from the date of purchase, whichever is shorter;

“Course” means a course identified in an order and consists of associated learning guides, tuition, support services and access to on-line materials.

“Course Start Date” means the date of commencement of the Course, as listed on the list of qualifications.

“Intellectual Property Rights” means patents, designs, trademarks, service marks, trade names, logos, get-up, domain names, copyright (including rights in computer software),database rights, rights in performances, moral rights, confidential information and know-how, whether registered or not including applications for registration and all similar forms of protection anywhere in the world;

“Student Output” means any content that is produced by the student as part of the Course including but not limited to reports, presentation, videos, websites, web pages, graphics, copy, blog entries, quotes, potential names/trademarks, research, configurations and audio recordings;

“Third Party Content” means content owned by 3rd parties to which we may signpost Students towards including but not limited to websites, blog posts, social media, documents, videos, podcasts, quotes, potential names/trademarks;

“Materials” means items associated with the Course either issued at the commencement of the course or at a later stage;

“On-line Access” means access to the Training Provider’s on-line learning community and on-line learning material.

“Order” means an order submitted by you to us to procure a Course for you from the Training Provider.

“Price” means the price of the Course, including carriage, packaging and VAT and confirmed in writing;

“Training Provider” means a company or organisation that provides training courses to companies and individuals and is listed in the Order as the provider of the Course.

“Tutor Support” means the tuition relating to the Course and is provided by tutors appointed by the Training Provider.

“Tutor Support Period” means the limited period after enrolment on a Course during which Tutor Support which is available.

“Site” means the Training Provider’s website;

2. GENERAL

2.1 These Terms (together with the documents referred to in it) set out the terms and conditions on which we agree to supply you with any Course(s) ordered by you by telephone or post. You should understand that by ordering any of our Course(s) you agree to be bound by these Terms. You should retain a copy of these Terms for future reference.

2.2 By placing an Order you warrant that you are legally capable of entering into binding contracts and you are at least 18 years old but under 76 years of age and in good health.

2.3 You agree to be entirely responsible for any activities made using your account details and password. In this respect you shall ensure that any password you choose, to gain On-line Access, remains confidential at all times. In the event that you either lose your password or account details or become aware that a third party may have access to or is using your password or account details you shall notify us or the Training Provider immediately.

2.4 You should ensure that any information you provide to us (including without limitation your name, address and bank details) is complete, accurate and current and that you notify us immediately of any changes in the details with which you registered to gain On-line Access or purchase Course(s).

2.5 We reserve the right to: (a) suspend or terminate access to On-line Access and/or cease to provide the Services where you are in breach of these Terms; (b) delete, vary or change any content in the Training Provider’s Brochure or Site at any time; and(c) terminate or cancel Orders (although we will not charge you for any Orders which we cancel for reasons which are not due to your default).

3. PAYMENTS

3.1 The Price for the Course must be paid in full prior to the Course Start Date, or as otherwise defined in the Order.

3.2 If you fail to make payments on time as defined in the Order, we will suspend the Services and Online Access until appropriate payment has been received.

3.3 The Price for the Course is payable by you prior to delivery, and shall be payable by you in full by credit/debit card or by you entering into a Credit Agreement. Prices are liable to change at any time, but changes will not affect Orders already accepted in accordance with clause 4.

4. ORDER AND DELIVERY OF THE COURSE

4.1 An Order shall be deemed to be an offer by you to purchase the Course on these Terms, which we shall be free to accept or decline at our absolute discretion.

4.2 No Order relating to a Course shall be deemed to be accepted by us unless and until we have confirmed acceptance of your Order by procuring that the Training Provider dispatch the Course or any part of the Materials relating to this Course to you.

4.3 If applicable, Course(s) will normally be despatched within five (5) working days of your Order. Although we make every effort to ensure that the Course will be available at the time of Order please note that dispatch times are estimated. Should a Course be unavailable we will notify you as soon as possible.

4.4 The contract between us will relate only to those Courses whose dispatch we have confirmed in accordance with clause 4.2.

4.5 Where necessary we will procure that the Training Provider will send the Materials and Software comprised in a “Course” to you in one dispatch. However we reserve the right to send you the Materials and Software in installments depending upon availability.

4.6 The Materials and Software (if applicable) will be sent by post or courier to the last address provided to us. On-line Access will be granted and login details will be sent to the last email address provided to us. Proof of delivery of Materials, Software or login details (or use of the On-line Learning Environment) will bind you to these Terms.

4.7 You agree that you will inspect the Materials and Software (or any part thereof) upon delivery and tell us immediately if any parts of the Materials and Software are defective or missing save where you have been notified that the Materials and Software will be provided in instalments and you have not yet received part of the delivery.

4.8 Except in the case of a clear defect in the Course(s) (or any part thereof), you will be deemed to have accepted the Course if you do not notify us within Fourteen (14) calendar days after delivery that you wish to cancel or are returning the Materials and Software (or any part thereof). Nothing in these Terms shall affect your statutory rights as a consumer.

4.9 When you return the Materials and Software to us: (a) Without prejudice to your rights under clause 11.1, because you have cancelled the Order within the period mentioned therein, we will process the refund due to you as soon as possible and, in any case; within fourteen (14) days of receiving confirmation from us that your cancellation request has been received. In this case, we will refund the Price of the Course minus any costs as described in 11.4 (if applicable). You will not have the right to cancel your Order, by giving written notice of cancellation, if the Materials have been used and (or) defaced and (or) Software has been supplied and the supplier’s seal has been broken by you (unless the Software is deemed to be defective). (b) Because the Materials and (or) Software are defective, we will examine the returned Materials and (or) Software and, if satisfied they are defective, notify you of replacement via e-mail within a reasonable period of time. You will be sent replacement goods, including a refund of the cost incurred by you in returning the item to us. Should you request to cancel the Course, we will usually process the refund due to you as soon as possible and, in any case, within fourteen (14) days of the day we confirmed to you that you were entitled to a replacement for the defective Materials and (or) Software. Where possible we will refund any money received from you using the same method originally used by you to pay for your purchase.

4.10 If applicable, risk of damage or loss in the Materials and Software will pass to you upon delivery. Title in the media on which the Materials and Software are provided will only pass to you when we receive full payment of all sums due in respect of the Course. Nothing in these Terms will be deemed to vest any of the Intellectual Property Rights in the Course in you.

5. SERVICES

5.1 By accepting these Terms, you also agree to the provision by the Training Provider of the Services set out in this Clause 5.

5.2 The Training Provider may sub-contract our obligations under these Terms (including without limitation the provision of the Tutor Support) to any other party. The sub-contracting by us of any of our obligations under these Terms shall not in any way relieve us of our liabilities and obligations to you.

5.3 The Services include Tutor Support, assignment marking and are available for the Tutor Support Period associated with the Course, which may be extended for an agreed fee subject to availability.

5.4 Where 3rd party course membership is required to sit examinations and gain certification, it will be the sole responsibility of the student to arrange this unless purchased through the college. Where membership is purchased as part of the Course it is limited to 12 months per level.

5.5 Where 3rd party examinations are required to gain formal certification it will be the sole responsibility of the student to purchase and arrange examinations with an external test centre unless purchased through the provider. Examinations purchased with the Course must be taken within 6 months of the expiry date of your Tutor Support Period. Where applicable, the Training Provider will use reasonable endeavours to provide you with such information to assist you in making examination arrangements.

5.6 In addition to your rights under the Consumer Contracts Regulation 2014, we also offer the following transfer policy for the Course (where there is no legal right to a full refund under the Consumer Contracts Regulation 2014 or otherwise). Where applicable, in exceptional circumstances students may be able to transfer to an alternative Tutor Group or Course. Transfers will be at the discretion of the Training Provider. In the event that you are transferred to a later Tutor Group or a different Course, you will no longer have access to your original Study Area or Tutor Group and you may be required to pay a fee for the additional tutoring period required and any difference in course fees.

6. ON LINE ACCESS

6.1 As part of your course you may need to log on to the On-line Learning Environment to access Materials and complete your Course. Whilst doing so you agree to abide by the rules of the On-line Learning Environment set out therein from time to time. We reserve the right to cease or suspend access to the On-line Learning Environment in the event that you breach any of these Terms or the rules of the On-line Learning Environment.

6.2 You agree to be entirely responsible for any activities made using your account details and password or account details or become aware that a third party may have to gain Online Access to or is using your password or account details you shall notify us immediately.

6.3 We do not warrant that the On-Line Access will be uninterrupted or error-free or that defects therein will be corrected

7. INTELLECTUAL PROPERTY RIGHTS

7.1 The Intellectual Property Rights in the Course(s), Materials and the Online Learning Environment are owned by and shall remain vested in the Training Provider or its licensors.

7.2 The Intellectual Property Rights in the Student Output shall be owned by and shall remain vested in us and our licensors

7.3 Save as expressly stated in these Terms, you shall not acquire any interest in any of the Intellectual Property Rights in the Courses, Materials, Online Learning Environment, Student Output and/or the Software. You agree that you will not rent, lease, sub-license, loan, copy, modify, adapt, translate, reverse engineer, decompile, disassemble or create derivative works based on the whole or any part of the Course(s) or use (other than as permitted under these Terms) reproduce or deal in the Course(s) or any part thereof in any way.

7.4 By agreeing to these Terms we procure that we grant you a limited, non-exclusive, non-transferable and revocable licence to use the Course and Student Output only for your own personal use and for completing the Course.

7.5 Where On-Line Access is granted by the Training Provider you agree that: (a) the licence granted to you to access the content on the On-line Learning Environment shall be personal to you and you should take all reasonable precautions to ensure that your log-in details are kept secure and not provided to any other party. You shall comply at all times with the rules of the On-line Learning Environment as applicable from time to time; (b) upon termination or in circumstances where payment has not been received by us in respect of the Course in full we may suspend or terminate your On-Line Access.

8. THIRD PARTY CONTENT

8.1 During the course we may signpost you to Third Party content. This means you may leave our Site and visit a website that is not operated by us. We are not responsible for the content or availability of linked sites.

8.2 In instances where we provide links to other third party websites that may be of interest to our website visitors, when you click on these links you will leave our Site and will be redirected to another site. These sites are not under the control of the Training Provider.

8.3 We are not responsible for the content of linked third party websites. We are not an agent for these third parties nor do we endorse or guarantee their products. We make no representation or warranty regarding the accuracy of the information contained in the linked sites. We suggest that you always verify the information obtained from linked websites before acting upon this information.

8.4 The security and privacy policies on these sites may be different to our policies, so we suggest you read third party privacy and security policies closely.

8.5 If you have any questions or concerns about the products and services offered on linked third party websites, please contact the third party directly.

9. TERMINATION

9.1 We may terminate the agreement set out in these Terms if: (a) you are in material breach (including non-payment) of any provision of these Terms which is not remediable or, if remediable, is not remedied with a period of thirty (30) days after we have given notice to you requiring such breach to be remedied. In such circumstances we will be permitted (without liability) to procure that the Training Provider suspend the provision of the Services to you and your On-Line Access until such a breach has been remedied; (b) you appear to be unable to pay your debts (whether within the meaning of section 268 of the Insolvency Act 1986, or upon any other reasonable grounds including without limitation where a debt owing by you to us or to a third party has become due and payable and has not been met on the due date therefore), or you present or you have presented against you a bankruptcy petition or a bankruptcy order is made against you, or you take any formal step to implement an individual voluntary arrangement (within the meaning of the Insolvency Act 1986); (c) you carry out any unauthorised act with regard to the Course which infringes our Intellectual Property Rights.

9.2 You will be entitled to terminate the agreement set out under these Terms under Clause 13 below.

9.3 If either party terminates the agreement set out in these Terms, you must (a) return the Materials and Software to us; (b) destroy all copies of the Software including any Software stored on the hard disk of any computer under your control; and (c) cease using the Services and On-line Access immediately.

10. LIMITATION OF LIABILITY

10.1 Our liability to you for any direct losses arising out of our negligence breach of contract or any other cause of action arising out of or in connection with these Terms shall be limited to the Price. This does not exclude or limit in any way our liability to you in respect of: (a) death or personal injury caused by our negligence; (b) under section 2(3) of the Consumer Protection Act 1987; (c) for fraud or fraudulent misrepresentation; or (d) for any matter for which it would be illegal for us to exclude, or attempt to exclude or limit, our liability.

10.2 Other than in respect of liability referred to in Clause 8.1 (a) to (d), we shall not be liable for any indirect or consequential loss or damage whatsoever of for any loss of profits, loss of data, loss of revenue, loss of opportunity or your liabilities to third parties which you or any third party may suffer however arising and whether caused by tort (including negligence), breach of contract or otherwise.

10.3 The information in the Training Provider’s Brochure or Site may be updated from time to time and may be out of date when read or viewed by you. No responsibility for keeping such information in these pages up to date is taken by us or liability for not doing so.

10.4 We cannot guarantee that the On-line Learning Environment or the Software is free from computer viruses or any other malicious or impairing computer program. You should therefore ensure that you employ all reasonable precautions when accessing the On-line Learning Environment or downloading the Software. Technical inaccuracies and typographical errors may appear on the pages the On-line Learning Environment from time to time.

10.5 We shall have no liability (including liability for negligence) for the acts or omissions of telecommunications service providers or for failures of, or faults in their networks and equipment.

10.6 We reserve the right to change prices, information and specifications relating to the Courses from time to time subject always to our commitments set out in Clause 3 above.

11. OTHER TERMS

11.1 These Terms and any documents expressly referred to in them represent the entire agreement between us and supersede any prior agreement, understanding or arrangement between us, whether oral or in writing.

11.2 If we fail, at any time, to insist upon strict performance of any of your obligations under these Terms, or if we fail to exercise any of the rights or remedies to which we are entitled under the Terms, this shall not constitute a waiver of such rights or remedies and shall not relieve you from compliance with such obligations. A waiver by us of any default shall not constitute a waiver of any subsequent default.

11.3 If any of these Terms are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.

11.4 Any notices required to be served on us shall be served at our Registered Office. We may give notice to you at either the e-mail or postal address you provide to us when placing an Order, or we may post the notice on our Site (where of general application). Notice will be deemed received and properly served immediately when posted on our Site, twenty-four (24) hours after an e-mail is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail that such e-mail was sent to the specified e-mail address of the addressee.

11.5 The agreement set out in these Terms is binding on you and us and on our respective successors and assigns. You may not transfer, assign, charge or otherwise dispose of the agreement set out in these Terms, or any of your rights or obligations arising under it. We may transfer, assign, charge, sub-contract or otherwise dispose of the agreement set out under these Terms, or any of our rights or obligations arising under it, at any time during the term of the agreement set out under these Terms.

11.6 These Terms are governed by English law. Any dispute arising from, or related to, these Terms shall be subject to the non-exclusive jurisdiction of the courts of England and Wales.

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