Terms of Business

Compassa Terms & Conditions of Business

1. Interpretation and Definitions

1.1 The following expressions shall have the following meanings :

1.1.1 “Company” means Compassa Ltd whose registered office is 136 Hawthorn Avenue, Hull, HU3 5PY

1.1.2 “Client” means the client specified in the standard order form.

1.1.3 “Conditions” means these terms and conditions as amended from time to time in accordance with clause 15.

1.1.4 “Contract” means the contract between the Company and the Client for the supply of Services in accordance with these Conditions.

1.1.5 “LMS” means the online learning management system provided by the Company or its LMS provider.

1.1.6 “Marketing Content” means the latest edition of the brochure, company website and course flyers published by the Company, detailing the online courses offered by the Company.

1.1.7 “Order” means the Client’s order for Services as set out in the Company’s standard open course quotation form.

1.1.8 “Services” means the online courses as detailed in the Marketing Content.

1.1.9 “we/us/our” means the Company

1.1.10 “you/your” means the Client

1.2 The headings to these Conditions are for guidance only and shall not affect the construction of the Contract. The singular shall include the plural and vice versa.

1.3 Where there is any conflict or inconsistency between the provisions of the Contract, such conflict or inconsistency shall be resolved according to the following order of priority (and for the avoidance of doubt the document in 1.3.1 takes priority over the document in 1.3.2):

1.3.1 the standard order form;

1.3.2 these Conditions.

1.4 These Conditions apply to the Contract to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

1.5 A reference to a statute or statutory provision is a reference to it as amended or re-enacted.  A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.

2. These Conditions

2.1 These are the terms and conditions on which we supply the Services to you.

2.2 Please ensure that you read these Conditions carefully, and check that the details on the standard order form and in these Conditions are complete and accurate, before you sign and submit the standard order form.  If you think that there is a mistake or require any changes, please contact us to discuss.

3. Appointment

All Orders must be on the Company’s standard order form. Each receipt by the Company of a standard order form will be deemed to be an offer by the Client to purchase Services in accordance with the Marketing Content and upon these Conditions. The Contract is formed when the Order is accepted by the Company by way of a written acknowledgment of Order and these Conditions will then become binding on the Client and the Company. No contract will come into existence until a written acknowledgement of Order is issued to the Client by the Company.

4. Description

4.1 The quantity and description of the Services will be as set out in the Marketing Content. All samples, drawings, descriptive matter specifications and advertising issued by the Company and any descriptions or illustrations contained in the Company’s catalogues or brochures excluding the Marketing Content are issued or published for the sole purpose of giving an approximate idea of the Services represented by or described by them. They shall not form part of the Contract or have any contractual force.

4.2 The Company may change the format or content of the Services to reflect changes in relevant laws and regulatory requirements or to implement minor technical adjustments and improvements where these changes will not affect the Client’s use of the Services.

4.3 The Company may also change the fees payable for the Services but the Company will notify the Client of such change and the Client may contact the Company to end the Contract and receive a full refund before the change in fees payable takes place.

4.4 The Company warrants to the Client that the Services will be provided using reasonable skill and care.

5. Price and Payments

5.1 The Client agrees to pay the fees at the rates and in the manner set out in the Marketing Content in place at the date the Client’s Order is accepted by the Company. Value Added Tax (VAT) is additional to the stated price and will be charged at the standard rate.

5.2 All payments required to be made pursuant to these Terms and Conditions by either Party shall be made prior to any services being provided by the Company. Upon agreement between the Company to provide services and the Client to purchase the aforesaid services, an invoice in Pounds Sterling for the agreed amount will be issued, and payment will have been cleared in our UK bank before the supply of services will commence. This to be done without any set-off, withholding or deduction except such amount (if any) of tax as that either Party is required to deduct or withhold.

5.3 Prices quoted will include any fees for assessment or examination, payable to the accreditation/approval bodies, for the first attempt at these assessments only, unless otherwise specified in the quotation. Subsequent attempts will incur additional charges.

5.4 Courses must be paid for in full prior to the Company registering the Client for any awarding body assessments. In the event the Clients makes payment for an assessment before the course fees are paid in full, the Company reserves the right to not register the Client for the assessment until the course fees are paid in full.

6. Course Access and Content

6.1 The company cannot guarantee that access to the online course materials will be uninterrupted, however the relationship between the Company and its LMS provider is such that the LMS provider will use commercially reasonable efforts to make the LMS available 24 hours a day, 7 days a week, except for:

6.1.1 planned downtime, of which the LMS provider shall give the Company at least 8 hours’ notice which the Company will inform the Client of as soon as possible, taking into consideration different time zones.

6.1.2 any unavailability caused by circumstances beyond the LMS providers control, including without limitation, acts of God, acts of Government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labour problems (other than those involving the LMS provider’s employees), or Internet service provider failures or delays.

6.2 All course content is created in accordance with the current course syllabus and reasonable efforts are made to ensure that the materials are updated promptly, in light of significant changes to legislation and guidance, or requirements of the approving bodies.

6.2.1 Except as specifically provided for by law the Company does not give any warranties, whether express or implied as to the currency, fitness or quality of the course materials or that the course materials are free from errors or defects.

6.2.2 The course materials contain links to other websites.  Unless expressly stated, these web sites are not under the control of the Company and therefore the Company assume no responsibility for the content of such websites and disclaim liability for any and all forms of loss or damage arising out of the use of them.

6.3 Enrolment to courses is limited to an “enrolment period” which is specified in the marketing materials. The Client’s access to the course will be suspended upon expiry of the enrolment period and additional payment may be required by the Company to extend the enrolment period.

6.4 Failure to log in to the LMS during a 12 month period will result in deletion of the Client’s account from the LMS along with all data such has course progress. The Client is not entitled to have their account restored and all access to the LMS will be lost unless the course is purchased again.

6.5 Licences for all online Compassa courses are for a named individual. Once the digital course content has been accessed, licences cannot be transferred to another named individual.

7. The Clients’ Rights to End the Contract

7.1 Subject to clause 7.2, under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, you have a right to cancel the Contract within fourteen (14) days of the date of the legally binding Contract as set out in clause 3 (“Statutory Cancellation Period”).  If you wish to exercise the right to cancel, you must inform us of your decision to cancel the Contract by a clear statement to this effect (for example a letter sent by post or e-mail in line with clause 16.1). To meet the cancellation deadline, it is sufficient for you to send your communication concerning your exercise of the right to cancel before the Statutory Cancellation Period has expired. If you cancel during the Statutory Cancellation Period, we will reimburse you the full fee received from you and you will not incur any costs as a result of the reimbursement.

7.2 You will cease to have the right to cancel as set out in clause 7.1 if you have accessed the online course materials or digital content before the end of the Statutory Cancellation Period.

7.3 Subject to clause 7.1 and 7.2 above, the Client may contact the Company at any time to end the Contract for the Services.

7.4 If the Company ends the Contract for a reason set out at (a) to (d) below the Contract will end immediately and the Company will refund the Client in full for any Services which have not been provided or have not been properly provided.  The relevant reasons are:

(a) the Company has told the Client about an upcoming change to the Services or these Conditions which the Client does not agree to (as set out in clause 4.3);

(b) we have told you about an error in the price or description of the Services you have ordered and you do not wish to proceed;

(c) there is a risk the Services may be significantly delayed because of events outside our control; or

(d) you have a legal right to end the Contract because of something we have done wrong.

7.5 If the performance of the Services is suspended or cancelled at the request of the Client outside of the Statutory Cancellation Period or for a reason not set out in 7.4 (a) to (d) or is prevented or delayed by any act or omission by the Client or through any failure or delay by the Client, including but not limited to the performance of its obligations under clauses 9.1 below then the Company shall be immediately entitled to full payment for Services commenced prior to suspension, cancellation or delay by the Client.

8. Warranties and Liability

8.1 In the event of any breach of the Company’s express obligations under these Conditions the remedies of the Client will be limited to damages, which in any event shall not exceed the fees and expenses paid by the Client for the Services.

8.2 The Company shall be under no liability to the Client for any infringement or alleged infringement of any patents, registered designs, copyright and any other intellectual property rights owned or controlled by a third party arising out of or in connection with the Services or the manufacture, sale and use of any prototype or any Goods supplied pursuant to performance of the Services.

8.3 The Company does not exclude its liability (if any) to the Client:

8.3.1 for breach of the Company’s obligations arising under section 12 Sale of Goods Act 1979 or section 2 Supply of Goods and Services Act 1982;

8.3.2 for personal injury or death resulting from the Company’s negligence;

8.3.3 under section 2(3) Consumer Protection Act 1987;

8.3.4 for any matter which it would be illegal for the Company to exclude (or to attempt to exclude) its liability; or

8.3.5 for fraud.

8.4 The Company shall be liable to the Client for damage to property if such damage is caused directly by the Company’s negligence or of any person for whose acts it is responsible save that its liability under this clause shall be limited to the lesser of the direct costs of replacement or repair of the damaged property of the sum of £500,000 per incident or series of incidents arising out of the one event.

8.5 It is hereby agreed by the Client that the Company shall in no circumstances be liable to the Client for direct, indirect or consequential loss (all three of which terms includes, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and like loss) howsoever caused (including as a result of negligence) by any delay or failure in performance except as set out in this clause 6 and in clause 5.1.

8.6 Except as set out in clauses 5.1 and 6.1 to 6.5, the Company hereby excludes to the fullest extent permissible in law, all conditions, warranties and stipulations, express (other than those set out in the Contract) or implied, statutory, customary or otherwise which, but for such exclusion, would or might subsist in favour of the Client.

8.7 In the event of the Company being unable to register Clients for a course or qualification due to loss of accreditation of an Awarding Body, loss of licence, or the Company/Awarding Body ceasing to trade, a full refund of the applicable registration and assessment fees will only be payable to the Client for up to 12 months after the Client’s payment of these fees.

8.8 In the event of the Company being unable to register Clients for a course or qualification due to loss of accreditation of an Awarding Body, loss of licence, or the Awarding Body ceasing to trade, the Company is not required to refund the course access fee payable upon enrolment. Instead, the Company will continue to provide access to the course materials and tutor support as per this agreement for a maximum duration 12 months after giving notice to the Client of the Company’s inability to register Clients with the Awarding Body.

9. Client’s Obligation

9.1 The Client agrees to give the Company such information advice and assistance relating to the Services as the Company may reasonably require within sufficient time to enable the Company to perform the Services in accordance with the Marketing Content.

9.2 The Client shall be responsible to the Company for ensuring the accuracy of any information submitted by the Client.

9.3 The Client and any employees of the Client shall communicate with The Company’s employees in a professional and respectful way, whether in telephone, email, social media, or any other form of communication. The Company reserves the right to bar students from both classroom courses and online courses without refund or compensation if they are found to have threatened, harassed, abused, or assaulted any of the Company’s employees.

10. Intellectual Property Rights

10.1 Copyright in all course materials and other recorded matter whether made in connection with the Marketing Content and/or the Services or otherwise shall remain vested in the Company at all times.

10.2 No part of any course materials, or any other materials provided by the Company may be reproduced or transmitted in any form or by any means or stored in any retrieval system of any nature without prior permission, except as it may be permitted to do so by law.

10.3 All course materials are the property of the Company and may not be copied, distributed, downloaded, uploaded, forwarded, published, reverse engineered, disassembled or used in any manner prejudicial to the Company’s interests and legal rights.

10.4 The downloading of single copies of pdf documents (course notes) is permitted for personal study only, any other use will infringe the intellectual property rights of the Company for which it reserves the right to bring legal proceedings.

11. How We May Use Your Personal Information

11.1 The Company will use the personal information the Client provides to it to:

(a) provide the Services;

(b) process the Client’s payment for such Services; and

(c) if you agreed to this during the order process, to inform the Client about similar products that the Company provides, but the Client may stop receiving these communications at any time by contacting the Company.

11.2 The Company will not give the Client’s personal data to any other third party other than when required to do so:

  • By law;
  • To fulfil accreditation or approval body contractual obligations in relation to the provision of the service to the Client;
  • Where there is a necessary and legitimate business need to do so in order to provide the service to the Client.

12. Termination

12.1 The Company may by written notice terminate the Contract with immediate effect if the Client is in material breach of the Contract or enters into insolvency, bankruptcy, any arrangement with its creditors or any other arrangement or situation which has a like effect. Notwithstanding any other provision in these Conditions, failure to pay any sums due in accordance with clause 5.2 is a material breach of the terms of the Contract which is not capable of remedy.

12.2 The termination of the Contract howsoever arising is without prejudice to the rights, duties and liability of either the Client or the Company accrued prior to termination. The conditions which expressly or impliedly have effect after termination will continue to be in force notwithstanding termination.

13. Events Outside Our Control

Neither party shall be liable to the other for any loss or damage suffered by  either party or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of either party’s obligations in relation to the Services , if failure was due to any cause beyond  either party’s reasonable control including without prejudice to the foregoing Act of God, explosion, flood, tempest, fire or accident, wars or threat of war, sabotage, insurrection, an act of terrorism, civil disturbance or requisitions, acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any government, parliamentary or local authority; import or export regulations or embargoes; strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Company or of a third party); difficulties in obtaining raw materials, labour, fuel, parts or machinery, and power failure or breakdown in machinery.

14. Other Important Terms

14.1 Each right or remedy of the Company under the Contract is without prejudice to any other right or remedy of the Company whether under the Contract or not.

14.2 If any condition or part of the Contract is found by any court, tribunal, administrative body or authority of competent jurisdiction to be illegal, invalid or unenforceable then that provision will, to the extent required, be severed from the Contract and will be ineffective, without, as far as is possible, modifying any other provision or part of the Contract and this will not affect any other provisions of the Contract which will remain in full force and effect.

14.3 No failure or delay by the Company to exercise any right, power or remedy will operate as a waiver of it, nor will any partial exercise preclude any further exercise of the same, or of any other right, power or remedy.

14.4 The Company may assign, delegate, license, hold on trust or subcontract all or any part of its rights or obligations under the Contract.

14.5 The Contract is personal to the Client who may not assign, delegate, license, hold on trust or sub-contract all or any of its rights or obligations under the Contract without the Company’s prior written consent.

14.6 The parties to the Contract do not intend that any of its terms will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person not a party to it.

15. Law

These Conditions together with the Company’s standard quotation forms and the Contract shall be governed and construed in accordance with the laws of England and Wales and the Company and the Client submit to the exclusive jurisdiction of the courts of England and Wales.

16. Communications

16.1 All communications to the Company shall be addressed to Compassa Ltd at the address of the Company set out in the standard order form.

16.2 All communications to the Client shall be sent to the address appearing in the on the standard order form unless some other address has been notified in writing to the Company.

17. Variation of Conditions of Contract

Any variation to the Conditions of the Contract and any representations about the Services shall have no effect unless expressly agreed in writing (on the Company’s headed paper) and signed by a director of the Company.