Training Terms & Conditions

1. Definitions:

Bibendum: Matthew Clark Bibendum Group Limited (company number 2550982) whose registered office is at Whitchurch Lane, Bristol BS14 0JZ.
Charges: the charges payable by the Customer for the supply of the Training by Bibendum, as set out in the Contract.
Conditions: these terms and conditions set out in clause 1 to clause 9 (inclusive).
Contract: the contract between the Customer and Bibendum for the supply of the Training in accordance with the Conditions.
Materials: all documents and tools developed by Bibendum or its subcontractors and licensors for the purpose of delivering the Training in any form, including without limitation elearning modules and software.
Individual: an individual who is to receive the benefit of the Training under the Contract.
Start Date: the day on which the Supplier is to start provision of the Training, as set out in the Contract.
Training: the training services, including without limitation any Materials, to be provided by Bibendum pursuant to the Contract.

2. Commencement: The Contract shall commence on the date when it has been agreed by both parties and shall continue, unless terminated earlier in accordance with its terms, until all Training under the Contract has been delivered.

3. Training: Bibendum shall supply the Training to the Customer from the Start Date in accordance with the Contract and with reasonable care and skill, and shall ensure that the Materials, and all goods, standards and techniques used in providing the Training are of satisfactory quality and are fit for purpose.

4. Customer's Obligations:

4.1 The Customer shall, and shall procure that each Individual shall, co-operate with Bibendum in all matters relating to the Training and shall provide, in a timely manner, such information as Bibendum may require, and ensure that it is accurate and complete in all material respects.

4.2 The Customer shall ensure that prior to attending any Training each Individual is aware of their obligations in these Conditions. Bibendum may exclude or eject any Individual from the Training without any liability if an Individual fails to comply with these Conditions.

4.3 Each Individual shall be responsible for their own expenses, subsistence and travel arrangements in attending the Training, for ensuring any pre-qualifications and conditions to taking part in the Training are met, for notifying Bibendum of any dietary, access, educational or other requirements, and for ensuring their own attendance at and completion of the relevant Training.

4.4 Each Individual shall at all times during the Training act in a courteous, responsible and professional manner, and in accordance with the reasonable instructions of Bibendum. Where the Training involves the tasting of alcoholic beverages, under no circumstances shall any Individual consume more than a small amount of alcohol or take any alcoholic products away from the Training. Bibendum makes no warranty or guarantee that an Individual’s attendance at Training will result in the Individual attaining a pass or specific grade.

4.5 Where the Training is to be performed at the Customer’s premises, the Customer shall provide for Bibendum, in a timely manner and at no charge, access to the Customer's premises and other facilities as reasonably required by Bibendum.

4.6 Where the Training is to be performed at Bibendum’s or a third party’s premises, the Customer shall, and shall procure that each Individual shall, observe all reasonable health and safety rules and regulations and security requirements that apply at such premises.

4.7 If Bibendum’s performance of its obligations under the Contract is prevented or delayed by any act or omission of the Customer or of an Individual, Bibendum shall be entitled to payment of the Charges despite any such prevention or delay and shall be entitled to recover any additional costs, charges or losses that it sustains or incurs that arise from such prevention or delay, and shall not be liable for any costs, charges or losses sustained or incurred by the Customer or an Individual that arise from such prevention or delay.

5. Charges:

5.1 The Customer shall pay Bibendum the Charges in accordance with these Conditions. Unless otherwise stated in the Contract, the Charges include all expenses and goods required to perform the Training, and use of the Materials.

5.2 All amounts payable by the Customer exclude amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to Bibendum at the prevailing rate (if applicable), subject to receipt of a valid VAT invoice.

5.3 Bibendum shall be entitled to payment and to submit its invoices for the Charges plus VAT if applicable upon completion of each element of the Training or as otherwise stated in the Contract.

5.4 The Customer shall pay each invoice due and submitted to it by Bibendum in accordance with its terms upon receipt to a bank account nominated in writing by Bibendum.

5.5 If the Customer fails to make any payment due to Bibendum under the Contract by the due date for payment, then, without limiting Bibendum’s remedies under the Contract, 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 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% and Bibendum may suspend all Training until payment has been made in full.

5.6 All amounts due under the Contract from the Customer to Bibendum shall be paid by in full without any set-off, counterclaim, deduction or withholding (other than any deduction or
withholding of tax as required by law).

6. Cancellation:

6.1 An Individual, or a Customer on behalf of an Individual, is entitled to cancel their attendance at the Training upon two weeks’ prior written notice to Bibendum. Notwithstanding whether or not the Individual attends the Training, Bibendum shall be entitled to payment of the Charges if such notice is not received.

6.2 Bibendum reserves the right to cancel or re-schedule Training where there are too many or too few Individuals in attendance or for any circumstances beyond the reasonable control of Bibendum.

6.3 Without affecting any other right or remedy available to it, the Customer or Bibendum may terminate the Contract with immediate effect by giving written notice to the other if:

(a) the other party commits a material breach of any term of the Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of seven days after being notified in writing to do so;
(b) 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), 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
(c) 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.

6.4 On termination of the Contract for whatever reason:

(a) the Customer shall immediately pay to Bibendum all outstanding unpaid invoices and interest and, in respect of Training supplied but for which no invoice has been submitted, Bibendum may submit an invoice, which shall be payable immediately on receipt; and
(b) all licences to use the Materials shall immediately cease, the Customer shall not (and shall procure that each Individual shall not) continue to use the Materials and shall arrange to destroy or return the Materials to Bibendum (at Bibendum’s option and request).

7. Intellectual property:

7.1 Bibendum and its licensors shall retain ownership of all intellectual property rights in the Materials and the Training. All rights not expressly granted herein are reserved.

7.2 Bibendum grants, or shall procure the grant, to the Customer and to each Individual a licence to use the Materials strictly for the purpose of receiving the Training during the term of the Contract.

7.3 The Customer shall not copy, share, modify, transmit, distribute, or in any way, exploit the Materials, otherwise than in relation to receiving the Training during the term of the Contract.

7.4 The Materials are provided "as-is" without warranties of any kind, either expressed, or implied, including, but not limited to, all implied warranties of merchantability, fitness for a particular purpose, title or non-infringement.

7.5 Bibendum does not warrant that the Materials will be error free including technical inaccuracies, nor free of viruses, or other harmful matter, and may make improvements, or changes, to the Materials at any time without prior notification and at its own discretion.

7.6 All trade marks, service marks and trade names in the Materials are the marks of the respective owners and any unauthorised use is prohibited.

7.7 The Customer grants to Bibendum the right to use any endorsement of the Training and any improvements or changes made by the Customer to the Materials. Each Individual

acknowledges and agrees that their image and/or any endorsement of the Training may be used by Bibendum for marketing purposes.

7.8 The Customer shall indemnify Bibendum in full against any sums awarded by a court against Bibendum arising of or in connection with any claim brought against Bibendum for infringement of a third party's rights (including any intellectual property rights) arising out of, or in connection with, the unauthorised use of the Materials by the Customer or an Individual.

8. Liability:

8.1 Nothing in the Contract limits any liability which cannot legally be limited, including but not limited to liability for death or personal injury caused by negligence; fraud or fraudulent misrepresentation; and breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

8.2 Subject to clause 7.1, Bibendum’s total liability to the Customer and any Individual shall not exceed the amount of the Charges paid or payable in respect of the Training to which the claim relates. Bibendum’s total liability includes liability in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract.

8.3 Bibendum has given commitments as to compliance of the Training with relevant specifications in clause 3. In view of these commitments, the terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.

9. General:

9.1 Force majeure. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.

9.2 Assignment and other dealings. The Customer shall not assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract without Bibendum’s prior written consent. Bibendum may at any time assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights under the Contract.

9.3 Confidentiality. Each party undertakes that it shall not disclose to any person any confidential information concerning the business, affairs, customers or suppliers of the other party or the contents of the Contract. The Customer acknowledges that the Materials and the nature and contents of the Training are confidential to Bibendum. Each party may disclose the other party's confidential information to such individuals who need to know it for the purposes of carrying out the party's obligations under the Contract or as otherwise may be required by law, a court of competent jurisdiction or any governmental or regulatory authority. Neither party shall use any other party's confidential information for any purpose other than to perform its obligations under the Contract.

9.4 Entire agreement. The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each party acknowledges that in entering into the Contract it does not rely on and shall have no remedies in respect of 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 based on any statement in the Contract.

9.5 Variation. No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

9.6 Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.

9.7 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.

9.8 Third party rights. Unless it expressly states otherwise, 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. The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.

9.9 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.

9.10 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.

July 2018