Contract Terms and Conditions

The Customer’s attention is particularly drawn to the provisions of clause 14 (Limitation of liability).

INTERPRETATION
The following definitions and rules of interpretation apply in these Conditions.
1. Definitions:

BASIS OF CONDUCT

The Order constitutes an offer by the Customer to purchase Courses, Goods or Services or Goods and Services in accordance with these Conditions.
The Order shall only be deemed to be accepted when Complete issues written acceptance of the Order at which point and on which date the Contract shall come into existence (Commencement Date).
Any samples, drawings, descriptive matter or advertising issued by Complete and any illustrations or descriptions of the Courses, Goods or Services contained in Complete’s Scheme documents or other catalogues, brochures or digital media are issued or published for the sole purpose of giving an approximate idea of the Courses, Goods and Services described in them. They shall not form part of the Contract nor have any contractual force.
These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
All of these Conditions shall apply to the supply of Courses, Goods and Services except where application to one or another is specified.

COURSES

The Courses are described in the [HYPERLINK TO COURSE LIST] but will be subject to alteration as set out below.
Each Course will be designed as part of the System. Complete aims to offer Courses which, in its opinion, deliver the material and results that Complete wish to see, and which it believes are suited to the current market.
Complete reserves the right to:
1. alter or amend all Courses in whole or in part;
2. cease any Course in whole or in part,
3. in each case, at any time including during the delivery of a Course.

DELIVERY OF COURSES

Courses may be delivered in person, digitally, by Teams or Zoom, by video conference, through streaming or by a combination of these.
The Customer is responsible, at its own cost, for organizing its attendance at any physical presentation, and for ensuring that it is able to see, hear and take part in all other presentations.
Attendance at, and participation in, a presentation will be measured and form part of the course assessment.
Course material may be printed or delivered digitally.
Courses made available digitally and where provided digitally will be available online for a limited period which will be specified in the details for the relevant Course. The Customer must ensure that it completes that Course during the period that it is available digitally.
Unless otherwise specified, all Courses will be delivered in English and all Course materials will be in English.
Complete reserves the right to postpone, alter, amend or cancel any Course or its delivery for any reason before or during any Course or delivery (including in connection with a Force Majeure event). The parties agree that Complete will give as much notice as it is reasonably able to the Customer and Complete will not be in breach of these terms if carrying out any postponement, alteration, amendment or cancellation.
Where Complete postpones, alters, amends or cancels any Course or its delivery:
1. if a Course or a substantial part of a Course is cancelled, or if digital content is withdrawn within 12 months of the date of sale, Complete will credit the Customer with a reasonable sum to reflect the element of the Course that will not be delivered;
2. Complete shall not be liable for any travel, accommodation or other costs incurred by any Customer in relation to a Course;
3. if a Course, or a substantial part of a Course, proceeds in some manner, there shall be no right to any credit or discount.
It is the Customer’s responsibility to attend all Courses. If a Customer is unable to attend a Course or presentation, any credit or discount is in Complete’s absolute discretion.

RENTAL GOODS

The Rental Goods are described in the Order
All Rental Goods are selected to fulfil a purpose as part of the System and Complete reserves the right to substitute alternative products at any time or where required by any applicable statutory or regulatory requirement.

GOODS

The Goods are described in the Order.
The format and design of, and materials used for, printed course material may be changed at any time.
All Goods are selected to fulfil a purpose as part of the System and Complete reserves the right to substitute alternative products at any time or where required by any applicable statutory or regulatory requirement.

DELIVERY OF GOODS

Any dates quoted for delivery of the Goods and Rental Goods are approximate only, and the time of delivery is not of the essence.
Complete shall not be liable for any delay in delivery of, or failure to deliver, the Goods or Rental Goods that is caused or contributed to by a Force Majeure Event or the Customer’s failure to provide Complete with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods or Rental Goods.
Complete may deliver the Goods or Rental Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.

QUALITY OF GOODS AND RENTAL GOODS

Complete warrants that on delivery the Goods and Rental Goods shall:
1. conform in all material respects with their description;
2. be free from material defects;
3. be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and
4. be fit for any purpose held out by Complete.
Where Complete has the benefit of any guarantee or warranty on Goods and Rental Goods which it supplies to the Customer, Complete’s liability will be limited to the recourse that it can obtain from the manufacturer or supplier under the guarantee or warranty details on those Goods and Rental Goods.
Subject to clause 8.4, if:
1. the Customer gives notice in writing to Complete during any period specified by Complete and within a reasonable time of discovery that some or all of the Goods or Rental Goods do not comply with the warranty set out in clause 8.1;
2. Complete is given a reasonable opportunity of examining such Goods or Rental Goods; and
3. the Customer (if asked to do so by Complete) returns such Goods or Rental Goods to Complete’s place of business at the Customer’s cost,
Complete shall, at its option, repair or replace the defective Goods or Rental Goods, or refund the price of the defective Goods in full.
Any warranty provided by Complete under clause 8 in relation to Rental Goods shall apply only whilst the Customer is paying rental charges in relation to those Rental Goods.
Complete shall not be liable for the Goods’ failure to comply with the warranty set out in clause 8.1 if:
1. the Customer makes any further use of such Goods after giving a notice in accordance with clause 8.3;
2. the defect arises because the Customer failed to follow Complete’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice regarding the same;
3. the defect arises as a result of Complete following any drawing, design or specification supplied by the Customer;
4. the Customer alters or repairs such Goods without the written consent of Complete;
5. the Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
Except as provided in this clause 8, Complete shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in clause 8.1.
These Conditions shall apply to any repaired or replacement Goods supplied by Complete.

TITLE AND RISK

The risk in the Goods and the Rental Goods shall pass to the Customer on completion of delivery.
Title to the Goods shall pass to the Customer on delivery.
Title to the Rental Goods remains with Complete at all times.

SUPPLY OF SERVICES

Complete shall supply the Services using reasonable care and skill and use all reasonable endeavours to meet any performance dates agreed in writing for the Services, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.
Complete reserves the right to amend the Service from time to time and if necessary to comply with any applicable law or regulatory requirement.

CUSTOMER’S OBLIGATIONS

The Customer shall:
1. ensure that the terms of the Order are complete and accurate;
2. co-operate with Complete in all matters relating to the delivery of the Courses and Services;
3. ensure that it makes, at the Customer’s cost, all necessary travel, accommodation, insurance and other arrangements as are necessary for the Customer to attend any Course or delivery;
4. provide Complete with such information and materials as Complete may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects.
If Complete’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):
1. without limiting or affecting any other right or remedy available to it, Complete shall have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays Complete’s performance of any of its obligations;
2. Complete shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from Complete’s failure or delay to perform any of its obligations as set out in this clause 11.2; and
3. the Customer shall reimburse Complete on written demand for any costs or losses sustained or incurred by Complete arising directly or indirectly from the Customer Default.
Complete shall, at its option, repair or replace the defective Goods or Rental Goods, or refund the price of the defective Goods in full.
Any warranty provided by Complete under clause 8 in relation to Rental Goods shall apply only whilst the Customer is paying rental charges in relation to those Rental Goods.
Complete shall not be liable for the Goods’ failure to comply with the warranty set out in clause 8.1 if:
1. the Customer makes any further use of such Goods after giving a notice in accordance with clause 8.3;
2. the defect arises because the Customer failed to follow Complete’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice regarding the same;
3. the defect arises as a result of Complete following any drawing, design or specification supplied by the Customer;
4. the Customer alters or repairs such Goods without the written consent of Complete;
5. the Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.

CHARGES AND PAYMENT

The price for Courses, Goods and Services shall be the price set out in the Order or, if no price is quoted, the price set out in Complete’s published price list as at the date of the Order.
Unless otherwise specified in any confirmation given in writing by Completion, all prices are exclusive of all costs and charges of packaging, insurance, transport of the Goods, which shall be invoiced to the Customer.
Where any Course is residential, the costs are exclusive of, and the Customer is responsible for the costs of, travel, travel insurance, accommodation and food unless otherwise specified in the Order.
The charges for Services shall be set out in the Order.
Complete reserves the right to:
1. increase the standard price of Courses, Goods and Services on an annual basis;
2. increase the price of the Courses, by giving notice to the Customer at any time before delivery, to reflect any increase in the cost of the Courses to Complete that is due to any factor beyond the control of Complete (including foreign exchange fluctuations, increases in taxes and duties);
3. increase the price of the Goods, by giving notice to the Customer at any time before delivery, to reflect any increase in the cost of the Goods to Complete that is due to:
  1. any factor beyond the control of Complete (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
  2. any request by the Customer to change the delivery date(s), quantities or types of Goods ordered; or
  3. any delay caused by any instructions of the Customer in respect of the Goods or failure of the Customer to give Complete adequate or accurate information or instructions in respect of the Goods.
Courses, Goods and Services will be invoiced as set out in the Order.
Orders placed by e-commerce shall be payable on order. Where Complete issues a separate invoice, the Customer shall pay each invoice submitted by Complete:
1. within 30 days of the date of the invoice or in accordance with any credit terms agreed by Complete and confirmed in writing to the Customer; and
2. in full and in cleared funds to a bank account nominated in writing by Complete, and
time for payment shall be of the essence of the Contract.
If the Customer fails to make a payment due to Complete under the Contract by the due date, then, without limiting Complete’s remedies under clause 15, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 12.8 will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

DELIVERY OF GOODS

All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by the Customer) shall be owned by Complete and subject to the terms of the Licence relating to those materials.

LIMITATION OF LIABILITY

References to liability in this clause 14 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
1. death or personal injury caused by negligence;
2. fraud or fraudulent misrepresentation;
3. breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
Subject to clause 14.2, the liability of either party, whether in contract, tort (including negligence), or otherwise and whether in connection with this Agreement or any collateral contract, shall not exceed £10,000.
The following types of loss are wholly excluded:
1. loss of profits;
2. loss of sales or business;
3. loss of agreements or contracts;
4. loss of anticipated savings;
5. loss of use or corruption of software, data or information;
6. loss of or damage to goodwill; and
7. indirect or consequential loss.
This clause 14 shall survive termination of the Contract.

TERMINATION

[Without affecting any other right or remedy available to it, either party may terminate the Contract by giving the other party not less than [1] months’ written notice.]
Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
1. the other party commits a material breach of any term of the Contract and (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;
2. the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
3. the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
4. the other party’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.
Without affecting any other right or remedy available to it, Complete may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.
Without affecting any other right or remedy available to it, Complete may suspend the supply of Services or all further deliveries of Goods under the Contract or any other contract between the Customer and Complete if the Customer fails to pay any amount due under the Contract on the due date for payment, the Customer becomes subject to any of the events listed in clause 15.2.2 to clause 15.2.4, or Complete reasonably believes that the Customer is about to become subject to any of them.

CONSEQUENCES OF TERMINATION

On termination of the Contract:
1. the Customer shall immediately pay to Complete all of Complete’s outstanding unpaid invoices and interest and, in respect of Services and Goods supplied but for which no invoice has been submitted, Complete shall submit an invoice, which shall be payable by the Customer immediately on receipt;
2. the Customer shall return all Rental Goods and shall return all Deliverables or Goods which have not been paid for in full. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract. If the Customer fails to return any Rental Goods when requested, the Customer shall be liable to pay to Complete a sum equal to the cost of replacing the Rental Goods.
Termination or expiry of the Contract shall not affect any rights, remedies, obligations and liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
Any provision of the Contract that expressly or by implication is intended to have effect after termination or expiry shall continue in full force and effect.

FORCE MAJEURE

Neither party shall be in breach of the Contract or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from events, circumstances or causes beyond its reasonable control (a Force Majeure Event). The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for three months, the party not affected may terminate the Contract by giving fourteen days’ written notice to the affected party.

GENERAL

Assignment and other dealings
1. Complete may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.
2. The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract.
Notices
1. Any notice given to a party under or in connection with the Contract shall be in writing and shall be:
2. Any notice shall be deemed to have been received:
  1. if delivered by hand, at the time the notice is left at the proper address;
  2. if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or
  3. if sent by email, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume.
3. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision or part provision of the Contract is deemed deleted under this clause 18.3 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the commercial result of the original provision.
Waiver.
1. A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
2. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
No partnership or agency.Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other party.
Entire Agreement
1. The Contract constitutes the entire agreement between the parties.
2. Each party acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation [or negligent misstatement] based on any statement in the Contract.
Third party rights.
1. The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
2. The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.
Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is agreed in writing and signed by the parties (or their authorised representatives).
Governing Law.The Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
Jurisdiction.Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.