Terms & Conditions
This Agreement sets out the terms and conditions upon which SUCCEED IN LANGUAGES will provide Services to you.
DEFINITIONS
“Force Majeure” means any act, omission, event or circumstance, beyond the reasonable control of the party affected, including but not limited to, any act of God, fire, disaster, war, civil commotion, insurrection, embargo, prevention from or hindrance in obtaining raw materials, energy or other supplies, explosion, industrial dispute affecting a third party for which a substitute third party is not reasonably available, breakdown of plant or machinery, computer system failure, flood, epidemics, pandemics, travel disruptions such as but not limited to cancelled or rescheduled flights, severe weather conditions, riots, accident, or any act of any governmental, regulatory or other official body.
“Intellectual Property Rights” means any rights in or to any patent, copyright, database right, registered design, design right, utility model, trademark, brand name, service mark, trade name, business name, chip topography right, know-how or Confidential Information and any other rights in respect of any other industrial or intellectual property, whether capable of being registered or not and including all rights to apply for any such rights.
“Order” means an order provided by you requesting our Services.
“Quotation” means the provision of a price for the Services requested by you.
“Services” means languages training courses or other related services performed by us.
“You, your or Student” means the company, firm, body or person to whom we are supplying the Services.
INTERPRETATIONS
In this Agreement, unless the context otherwise requires:
Words in the singular shall include the plural and vice versa.
References to a “party” or the “parties” means the parties to this Agreement. Such parties may be natural or legal persons, including, for example, but not limited to private individuals, associations, partnerships, or corporate entities.
Any words following the terms “including”, “include”, “in particular”, “for example” or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
OUR TERMS
- THESE TERMS
1.1 These are the terms and conditions on which we supply our Services to you.
1.2 Please read these terms carefully before you submit your Order to us. These terms tell you who we are, how we will provide Services to you, how you and we may change or end the contract, what to do if there is a problem and other important information.
- INFORMATION ABOUT US AND HOW TO CONTACT US
2.1 We are SUCCEED IN LANGUAGES (“Succeed in Languages, we, us, our”) a company registered in England and Wales. Our company registration number is 06655956 and our registered office is at Onega House, 112 Main Road, Sidcup, Kent, DA14 6NE.
2.2 You can contact us by telephoning our customer service team at +44 020 8335 3129 or by writing to us at [email protected] or by post to SUCCEED IN LANGUAGES, 8 Dighton Road, SW18 1AN, London, United Kingdom.
2.3 If we have to contact you, we will do so by telephone or by writing to you at the email address or postal address you provided to us in your Order.
2.4 When we use the words “writing” or “written” in these terms, this includes emails.
- OUR CONTRACT WITH YOU
3.1 You appoint us to provide the Services in response to an Order on the terms contained in this Agreement.
3.2 Quotations are not binding on us. Our acceptance of your order will take place when we email you to accept it (Confirmation Email), or when we deliver the Services, whichever occurs first, point at which a legally binding contract will come into existence between you and us.
3.2 If we are unable to accept your Order, we will inform you via email.
3.3 Our written Quotations will remain open for placing of orders for 15 (fifteen) days from the date of the Quotation.
3.4 Quotations are given on the basis of your description of the language training course required and any other instructions. Such Quotations may be reviewed if, in our reasonable opinion, the description of the knowledge of the language is materially inadequate or inaccurate to provide our Services to you. If during the provision of the Services the Student request further Services which were not originally Quoted, such Services will be Quoted separately.
- DELIVERY
4.1 Succeed in Languages shall use reasonable endeavours for delivery or performance of the Services. However, we will not be liable in any circumstances for the consequences of any delay in delivery or performance or failure to deliver or perform if the duration of the delay is not substantial or if the delay or failure is due to Force Majeure or to circumstances beyond the control of Succeed in Language or the teacher and / or sub-contractor, including but not limited to weather conditions, public transport incidents, strikes, terrorism or public disorder.
- SUCCEEDD IN LANGUAGES OBLIGATIONS AND WARRANTIES
5.1 Our Services shall be carried out using reasonable skill and care in accordance with reasonable standards of the industry.
5.2 Succeed in Languages shall use reasonable care and skill in selecting the appropriate teachers and / or sub-contractors to perform the Services when necessary.
5.3 We will use reasonable endeavours to provide the Services to meet the requirements set out in the Quotation.
5.4 Any material, document, or file that you send us via internet is not guaranteed to be free from risk of interception or error free. We will have no liability for such loss, corruption or interception.
5.5 No warranty, condition, undertaking or term, expressed or implied, statutory or otherwise as to the condition, quality, performance or fitness for purpose of the Services will be assumed by us, except as expressly provided in this Agreement. All such warranties, conditions, undertaking and terms are excluded to the extent permitted by law.
5.7 Succeed In Languages’ liability save in respect of death or personal injury resulting from our negligence, regarding the provision of the Services shall be limited as follows: 1) not be liable for loss of profits, business, contracts, revenue, damage to your reputation or goodwill, anticipated savings, and or any other indirect or consequential loss or damage whatsoever; and 2) in respect of the Services and Succeed in Languages’ liability shall be limited to the price payable by you to us.
- STUDENT’S OBLIGATIONS AND WARRANTIES
6.1 You warrant, represent and undertake that any material, document, or file submitted to us shall not infringe the Intellectual Property Rights of any third parties.
6.2 You shall not, after termination of the Contract and for a period of 2 (two) years solicit, employ, or use the services of a teacher and / or sub-contractor who has provided the Services to you on our behalf.
6.3 In case of breach of clause 6.2 you shall pay us an amount equal to the aggregate remuneration paid by us to the teacher and / or sub-contractor for the year immediately prior to the date on which you contracted us to provide our Services to you.
6.4 You warrant, undertake and agree with us at all times during the term of this Agreement:
6.4.1 to obtain and maintain all consents, permissions and licences necessary to enable us to perform our obligations under this Agreement; and
6.4.2 to provide us with all necessary information, documentation and materials for the provision and performance of our Services under this Agreement; and
6.4.3 to have the full rights, power, and authority to enter into this Agreement.
- CHARGES AND PAYMENT and REFUNDS
7.1 You shall pay us, in consideration of the provision of the Services, the fee set out in the Quotation and in accordance with this Agreement.
7.2 Prices are stated in sterling and are exclusive of any tax or duty, unless otherwise stated.
7.3 We will invoice you, together with any applicable VAT and/or other local taxes as applicable, which shall be payable by you in full before the commencement of our Services. All payments shall be made without deduction or set-off, unless otherwise agreed in writing.
7.4 We do not allow students that owe fees to attend the class. Your place is not confirmed until the full course fees have been received.
7.5 We reserve the right to charge interest on overdue sums, such interest to be accruing and calculated daily on the amount outstanding at the rate of 4% (four per cent) per annum above the published base rate of HSBC Bank plc. from time to time.
7.6 Failure to pay an invoice in accordance with this Agreement or any other contract shall entitle us to suspend further work on the same order and on any other order from you without prejudice to any other right Succeed in Languages may have.
7.7 Time for payment of our fees shall be of the essence.
7.8 Our Quotation does not include any books or course materials.
7.9 Discounts cannot be applied retrospectively to existing bookings and only one discount can be applied to a booking.
7.10 Our course fees are non-refundable, but the course start date can be postponed for a maximum of six (6) months provided it is agreed in writing between the Student and Succeed in Languages.
7.10 In the unlikely event that a teacher and / or sub-contractor is unable to teach a class due to illness, bereavement or Force Majeure or to circumstances beyond the teacher or sub-contractor’s control, the teacher will be substituted or the class postponed to another time mutually agreed by the Student and the teacher.
7.11 If a Student can not attend a class due to illness, holiday or any other reason the class will not be refunded.
7.12 Classes falling on a bank holiday day will not take place. The teacher and / or subcontractor will inform the Student the date of the new class.
7.13 Succeed in Languages reserves the right to terminate an enrolment without issuing a refund, where a Student’s behaviour is such that it would be unreasonable for them to continue their studies.
8 TERM AND TERMINATION
8.1 Subject to clause 8.2, this Agreement shall continue in force until the Services set out in the Quotation have been completed and the fee set out in the Quotation has been paid in accordance to clause 7.
8.2 Either party may terminate this Agreement immediately by giving written notice to the other party upon the first to occur of the following events:
8.2.1 The other party commits a material breach of the terms of this Agreement and does not take steps to remedy the breach (provided it being capable of remedy) within 30 (thirty) days of notice from the party specifying the breach and stating the Agreement will terminate if the breach is not remedied; or
8.2.2 The other party compounds or makes arrangements with its creditors or goes into liquidation (voluntarily or otherwise) other than for the purpose of a bona fide reconstruction or a receiver or manager is appointed in respect of the whole or any part of its business or if any analogous event occurs.
8.2.3 A Force Majeure event which persists for 1 (one) month or more and prevents the supply of the Services.
9 INTELLECTUAL PROPERTY
9.1 All Intellectual Property Rights (including but not limited to copyright) in the Original Content shall vest in you (or your licensors) but, for the avoidance of doubt, you hereby grant to us and our teachers and sub-contractors a licence to store and use the Original Content for the duration of the Agreement.
10 STUDENT DATA
10.1 The parties hereby agree that we shall hold on your behalf data as follows:
10.1.1 Any material, documents or file that you have provided us and Services rendered by us for you.
10.2 Succeed in Languages shall hold Customer Data for a minimum of 1 (one) year from delivery of the Services. After the 1 (one) year period we may retain or destroy such Customer Data in accordance with our own data retention policy from time to time. At any time upon your written request we shall securely dispose of Customer Data stored in our systems, unless that we are required by law to keep Customer Data.
11 CONFIDENTIALITY
11.1 Both parties understand and acknowledge that, by virtue of this contract, they may both receive or become aware of information belonging or relating to the other party, its business, business plans, affairs or activities, information which is confidential and proprietary to the other party and/or its suppliers and/or customers and in respect of which they are bound by a strict duty of confidence (“Confidential Information”). Each party to this Agreement is referred to as “the Recipient” when it receives or uses the Confidential Information disclosed by the other party. Each party to this Agreement is referred to as “the Disclosing Party” when discloses information to the Recipient.
11.2 In consideration of such Confidential Information being disclosed or otherwise made available to either party for the purposes of the performance of this contract, both parties hereby undertake that they will not at any time, either before or after the termination of this contract, and either directly or indirectly, disclose, divulge or make unauthorized use of any Confidential Information, except to the extent to which such Confidential Information:
11.2.1 Is publicly known at the time of its disclosure or being made available to them;
11.2.2 After such disclosure or being made available to them, becomes publicly known otherwise than through a breach of this provision;
11.2.3 Is required by law, regulation or order of a competent authority (including any regulatory or governmental body or securities exchange) to be disclosed by one of the Parties, provided that, where practicable, the other party is given reasonable advance notice of the intended disclosure.
11.4 The provisions of this clause 11 will continue without limit of time, notwithstanding the termination of this contract for any reason.
12 RETURN AND DESTRUCTION OF INFORMATION
Upon the expiry or termination of this Agreement (howsoever caused) or upon receipt by the Recipient of a reasonable written demand from the Discloser the Recipient shall:
return or procure the return to the Discloser or, as the Recipient may decide, destroy or procure the destruction of any and all materials containing the Confidential Information; and
use its reasonable endeavours to delete or procure the deletion of all electronic copies of Confidential Information.
The Recipient shall have no obligation to return or destroy any Confidential Information which it is required to retain by law, any court, any governmental, regulatory or supervisory authority (including any securities exchange) or any other authority of competent jurisdiction.
13 THE COURSE, MATERIALS and RE-SCHEDULE
13.1 In the case of virtual classes, the Student will receive an email with a link to their course once full payment has been received.
13.2 The course must be completed within a six-month period, unless agreed differently in writing between the Student and Succeed in Languages. After this period unused tuition is not transferable.
13.3 Virtual classes will take place via cloud-based video conferencing with a PC, mobile phone or tablet. Students are required to provide their own IT equipment and internet connection fast enough to hold the class.
13.4 Students shall use a good pair of headphones and need to be in a quiet room with no background noise.
13.5 Teachers will not delay the start of the class or be held responsible for Students who have technical issues.
13.6 The classes can not be rescheduled, unless the teacher and the Student agree in writing by the Student contacting the teacher directly with a minimum of 24-hour notice between 9am and 5pm Monday to Friday. For a Monday morning class, notification will need to be received by the teacher by 5pm on Thursday the week before. If the Student does not agree in writing with the teacher less than 24-hour in advanced of the class the class will be considered taken.
14 SUB-CONTRACTORS
14.1 We may supply our services through sub-contractors and no prior consent from you shall be required to use sub-contractors.
15 GENERAL
15.1 This Agreement constitutes the entire agreement and supersedes any previous agreements, prior representations, arrangements and understandings between the parties relating to this Agreement.
15.2 Each party acknowledges that it has entered into this Agreement in reliance only upon the representations, warranties and promises specifically contained expressly in this Agreement.
15.3 Each party shall have no liability in respect of any other representation, warranty or promise made prior to the date of this Agreement unless if it was made fraudulently.
15.4 This Agreement may only be amended in writing and signed by an authorised officer or other representative of each of the parties.
15.5 Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
15.6 Nothing in this Agreement shall constitute or be deemed to constitute a partnership, agency or joint venture between the parties or constitute or be deemed to constitute either party the agent of the other for any purpose whatsoever and neither party shall have any authority or power to bind the other or to contract in the name of or create a liability against the other.
15.7 Nothing in this Agreement shall render any member of the staff or sub-contractor an employee, agent or partner of the Student.
15.8 No failure or delay in exercising any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it or any single or partial exercise of any right or remedy preclude or restrict any further exercise of that or any other right or remedy.
15.9 This Agreement is made for the benefit of the parties to it and is not intended to benefit, or be enforceable by, anyone else, as per Contract (Rights of Third Parties) Act 1999. The parties may terminate, rescind or vary this Agreement without the consent of any person who is not a party to this Agreement.
15.10 These terms and conditions shall:
15.10.1 Apply to and be incorporated into this Agreement; and
15.10.2 Apply to and be incorporated in any Quotation and Order; and
15.10.3 Prevail over the Student’s standard terms and conditions or any terms or conditions contained in, referred to, attached to or enclosed with any Student provided documentation or otherwise including but not limited to in the Student’s purchase order, confirmation of order, Order, acceptance of a quotation or specification, or implied by law, trade custom, practice or course of dealing which shall have no effect and this Agreement negates the same.
15.10.4 Apply to all Services provided to you unless otherwise agreed between the parties in writing.
15.11 Succeed in Languages agrees not to disclose that you are a client of Succeed in Languages without your prior written consent.
15.12 You shall not, assign or otherwise transfer any part of this Agreement without our prior written consent. We may assign, or otherwise transfer any part of this Agreement without your prior consent.
15.13 This Agreement shall be binding upon any successors in title of the parties.
15.14 This Agreement shall be governed by and construed in accordance with English law and each party agrees to submit to the exclusive jurisdiction of the courts of England and Wales.
15.15 We will only use your personal information as set out in our Data Privacy Policy.
Data Privacy Notice
Your personal data – what is it?
Personal data relates to a living individual who can be identified from that data. Identification can be by the information alone or in conjunction with any other information in the data controllers’ possession or likely to come into such possession. The processing of personal data is governed by the General Data Protection Regulation 2016/679 (the ‘GDPR’).
Who are we?
We are Succeed in Languages LTD (SiL) and we are the data controller and the data processor. This means that we decide how your personal data is processed, and for what purposes, and process your data. Our registered offices are located at 8 Dighton Road, London SW18 1AN. SiL is registered in England No. 6655956.
How do we process your personal data?
SiL complies with its obligations under the GDPR by keeping personal data up to date, by storing and destroying it securely; by not collecting or retaining excessive amounts of data; by protecting personal data from loss, misuse, unauthorised access and disclosure and by ensuring that appropriate technical measures are in place to protect personal data.
We may use your personal data for the following purposes:
– To administer your courses;
– To maintain our own accounts and records;
– To send you marketing material and updates about SiL.
What is the legal basis for processing your personal data?
Under Article 6 (1a) of the GDPR, the legal basis that SiL employs for processing your personal data is that you, the ‘Data Subject’ have given us your consent to the processing of your personal data for one or more specific purposes, as described in this Data Privacy Notice.
Sharing your personal data
Your personal data will be treated as being strictly confidential, and will never be shared without your consent.
All the personal data that we hold about you will be processed by our staff in the United Kingdom, and no third parties will have access to your personal data without your consent, or unless there is a legal obligation for us to provide them with this information. Please be aware however that your personal data may be stored on a cloud-based system whose servers are located within the European Union.
How long do we keep your personal data for?
We will keep your personal data securely for a maximum of 10 years, after which time it will be destroyed securely if it is no longer needed for the lawful purposes for which it was obtained. If you consent to receiving marketing from us, any information we use for this purpose will be held by us until such time as you notify us that you no longer wish to receive marketing information from us. Should you cease to be a student of SiL, we shall destroy any personal data that we hold about you securely.
Your rights and your personal data
Unless subject to an exemption under the GDPR, you have the following rights with respect to your personal data:
– to request a copy of your personal data which SiL holds about you;
– to request that SiL corrects any of your personal data if it is found to be inaccurate or out of date;
– to request your personal data to be erased where it is no longer necessary for SiL to retain such data;
– to withdraw your consent to the processing of your personal data at any time;
– to request that SiL provides you with your personal data, and where possible, to transmit the data directly to another data controller (known as the right to data portability);
– where there is a dispute in relation to the accuracy or processing of your personal data, to request a restriction is placed on further processing;
– to object to the processing of your personal data with regards to Direct Marketing;
– to lodge a complaint with the Information Commissioner’s Office (ICO).
Access to your information and correction
You have the right to request a copy of the information that we hold about you. If you would like a copy of all or some of your personal information, please email or write to us at the addresses provided in the “Contact Details” section of this Data Privacy Notice. In some cases, we may make a small charge for this service.
We want to make sure that your personal information is accurate and up to date. You may ask us to correct or remove information you think is inaccurate.
Marketing
We would like to send you information about products and services of ours and other companies within our group which may be of interest to you. If you have consented to receive marketing, you may opt out at a later date.
You have a right at any time to stop us from contacting you for marketing purposes or giving your information to other entities within our group. If you no longer wish to be contacted for marketing purposes, please email or write to us at the addresses provided in the ‘Contact Details’ section of this Data Privacy Notice.
Automated Decision Making
We use automated decision making to segment and target product offers based on our customers’ demands and needs. For further details, you may contact our Data Protection Officers whose details are provided in the ‘Contact Details’ section of this Data Privacy Notice.
Further processing
If we wish to use your personal data for a new purpose, not defined by this Data Privacy Notice, then we will provide you with a new notice explaining this new use prior to the commencement of the new processing and setting out the relevant purposes and processing conditions. Where and whenever necessary, we will seek your prior consent to the new processing.
Cookies
Cookies are text files placed on your computer to collect standard internet log information and visitor behaviour information. This information is used to track visitor use of the website and to compile statistical reports on website activity.
For further information please visit www.aboutcookies.org or www.allaboutcookies.org.
Other websites
Contact Details
To exercise all relevant rights, or to raise queries or complaints, please in the first instance contact the Director of Succeed in Languages:
By email:
[email protected]
By post:
The Director
Succeed in Languages
8 Dighton Road
London SW18 1AN
You can contact the Information Commissioner’s Office on 0303 123 1113 or via email https://ico.org.uk/global/contact-us/email/ or by post at The Information Commissioner’s Office, Wycliffe House, Water Lane, Wilmslow, Cheshire SK9 5AF
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