Terms & Conditions

  1. This Agreement sets out the entire and only agreement between the parties and supersedes any previous agreement between the parties relating to the subject matter of this Agreement.

  2. Neither of the parties shall be bound by, or liable to the other party for, any representation, promise or inducement (other than fraudulent misrepresentations) made by any agent or person on behalf of such party that is not contained in this Agreement.

  3. No variation of this Agreement (or of any of the documents referred to in it) shall be valid unless it is in writing and signed by or on behalf of each of the parties by an authorised signatory.

  4. This Agreement and all matters arising out of it shall be governed by, and construed in accordance with, the laws of England and Wales and the parties agree to submit to the exclusive jurisdiction of the English courts.

  5. All Intellectual Property Rights in The Negotiation Academy Materials will remain vested in The Negotiation Academy (or its relevant licensors) and to the extent that any rights in such Materials and data vest in the Company by operation of law, the Company hereby assigns such rights to The Negotiation Academy. The Company will notify The Negotiation Academy promptly upon becoming aware of any unauthorised use of The Negotiation Academy Materials.

  6. The Company shall:

    1. Be entitled to use The Negotiation Academy Materials solely for its internal business purposes and not for the purposes of any third party;

    2. Not copy The Negotiation Academy Materials without the prior written consent of The Negotiation Academy and then only be permitted to use the same for the purposes referred to in clause 6(a) above; and

    3. Not remove, suppress or modify in any way any proprietary marking, including any trade mark or copyright notice, on or in The Negotiation Academy Materials and the Company further agrees to incorporate any such proprietary markings in any copies it is authorised to make.

  7. The Negotiation Academy warrants that the Training Services will be performed by appropriately qualified and trained personnel using all reasonable care and skill.

  8. The warranties expressly set out in this Agreement are the only warranties that The Negotiation Academy gives to the Company in respect of the Training Services and all other warranties, representations or terms of equivalent effect that might be implied by law are excluded to the extent permitted by law.

  9. Each party shall, in respect of the Confidential Information for which it is the recipient:

    1. Keep the Confidential Information strictly confidential and not disclose any part of such Confidential Information to any person except as permitted by or as required for the performance of the recipient's obligations under this Agreement;

    2. Take all reasonable steps to prevent unauthorised access to the Confidential Information;

    3. Not use the Confidential Information other than for the purposes set out in this Agreement;

    4. The parties may disclose the Confidential Information to, and allow its use in accordance with this Agreement by employees, officers and in the case of The Negotiation Academy its sub-contractors used to provide the Training Services provided that each party shall procure that such third parties comply with the provisions of clause 9(c) above;

    5. The restrictions in clause 9(c) do not apply to any information to the extent that it:

      • Is or comes within the public domain other than through a breach of clause 1.9; or Is in the recipient's
      • possession (with full right to disclose) before receiving it from the other party; or Is lawfully received from
      • a third party (with full right to disclose); or
      • Is independently developed by the recipient without access to or use of the Confidential Information.
  10. Each party undertakes to comply with all applicable legislation.

  11. Without prejudice to clause 1.12 the Company warrants and undertakes to The Negotiation Academy that all personal data given to The Negotiation Academy complies in all respects with the Data Protection Act 1998 and that The Negotiation Academy may use such information for the purposes of administering and/or providing the Training Services. Any Personal Data provided to The Negotiation Academy will be recorded by The Negotiation Academy on its Training Services database.

  12. The Negotiation Academy s liability to the Company in respect of any claim for breach of contract, negligence, breach of statutory duty or under any indemnity or otherwise shall be limited as follows:

    1. In respect of any claim for personal injury or death caused by The Negotiation Academy's negligence or that of its employees, agents and/or sub-contractors, no limit shall apply;

    2. In respect of any other claim, The Negotiation Academy's liability to the Company shall be limited in aggregate to the sums (excluding VAT) paid by the Company to The Negotiation Academy under this Agreement.

    3. The Negotiation Academy shall not be liable for any indirect or consequential loss including loss of profits; loss of earnings; loss of business or goodwill; business interruption; even if The Negotiation Academy had notice of the possibility of the Company incurring such losses.

    4. The Company shall pay the fees and charges for the Training Services as stated on the Booking Form within 5 working days of receipt of The Negotiation Academy's invoice. All fees are subject to VAT at the prevailing rate.

    5. The Company shall be responsible for all incidental expenses (including without limitation travel and accommodation expenses) for each delegate participating in the Training Services.

  13. The following provisions shall apply to cancellation of any Training Services by the Company:

    1. Notice of cancellations received less than 14 days prior to the start date the Company shall be liable to pay 100% of the fees;

    2. Notice of cancellations received more than 14 days prior to the start date of the training the Company shall be liable to pay 20% of the fees.

    3. In the event that the Company wishes to defer attendance at the agreed Training Services for a delegate (in each case "a Postponement"), The Negotiation Academy shall be entitled to charge for the Postponement but the Company shall be entitled to participate in a future course of equal value to the Postponement. The Company must notify The Negotiation Academy in writing in relation to any cancellation or Postponement and complete a new Booking Form for the new training course required in the event of a Postponement. Any failure to notify The Negotiation Academy in accordance with this clause 13(c) will result in the charges set out in clause 13(a).

  14. Neither party will be liable for any delay or failure in the performance of its obligations under this Agreement if such delay or failure is due to an event of force majeure. The Negotiation Academy shall be entitled to reschedule Training Services where there are insufficient delegates.

  15. The parties hereby agree that nothing in this Agreement shall be construed as creating a right that is enforceable by any person who is not a party to this Agreement or a permitted assignee of such a party.

  16. The Company may not assign, transfer, charge or deal in any other manner with this Agreement or any of its rights under it, or purport to do any of these things, or sub-contract any or all of its obligations under this Agreement without the prior written consent of The Negotiation Academy.

  17. This Agreement shall commence upon receipt by The Negotiation Academy of the completed Booking Form and shall terminate upon the earlier of completion of the Training Services or otherwise as terminated in accordance with these terms and conditions.

  18. The Negotiation Academy shall be entitled to terminate this Agreement without liability to the Company and without prejudice to The Negotiation Academy s other rights at any time by giving notice in writing to the Company if the Company:

    1. Commits a breach of any of the terms or conditions of this Agreement, or

    2. Enters into liquidation (apart from solvent liquidation for the purposes of amalgamation or reconstruction), is dissolved or suffers any similar action.


  19. In this Agreement, the following definitions shall apply:
    • Agreement means the Booking Form together with these terms and conditions.
    • Booking Form means The Negotiation Academy s Booking Form completed by the Company in accordance with this Agreement.
    • Company means the party named as the Company in the Agreement.
    • Confidential Information" means any and all information relating to the trade secrets, operations, processes, plans, intentions, product information, prices, know-how, designs, customer lists, market opportunities, transactions, affairs and/or business of the parties and/or to their customers, suppliers, and clients.
    • The Negotiation Academy Materials" means any of the items provided by The Negotiation Academy to the Company in connection with this Agreement and includes software and/or documentation.
    • Intellectual Property Rights" means copyright, database right, patents, registered and unregistered design rights, registered and unregistered trade marks, and all other industrial, commercial or intellectual property rights existing in any jurisdiction in the world and all the rights to apply for the "Training Services" means the Training Services to be provided by The Negotiation Academy as specified in the Booking Form.

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