1.1 In these Conditions, the following definitions apply:
Brochure: the brochure setting out a description of the Course.
Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
Charges: the charges payable by the Customer for the supply of the Services in accordance with Condition 5.
Conditions: these terms and conditions as amended from time to time in accordance with Condition 17.
Confirmation of Order: means the confirmation of order letter sent to the Customer by the Supplier.
Contract: the contract between the Supplier and the Customer for the supply of Services in accordance with these Conditions.
Course: whichever of the portrait photography courses or the wedding photography courses has been selected by the Customer, as set out in the Customer’s purchase Order Form.
Course Date: the dates upon which the seminars on the Customer’s chosen Course are scheduled to take place, as set out in the Specification.
Customer: the person or firm who purchases Services from the Supplier.
Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
Order: the Customer’s order for Services as set out in the Customer’s purchase Order Form.
Order Form: means the form attached to the front of these Conditions.
Services: the services associated with the Courses supplied by the Supplier to the Customer as set out in the Specification.
Specification: the description or specification of the Services as set out in the Brochure and/or the Website or as otherwise provided in writing by the Supplier to the Customer.
Supplier: Barrett & Coe Limited registered in England and Wales with company number 02751893.
Supplier Materials: all materials, equipment, documents and other property of the Supplier used or supplied during the provision of the Services, including the Brochure and the Website.
2. Basis of contract
2.1 The Order constitutes an offer by the Customer to purchase Services in accordance with these Conditions.
2.2 The Order shall only be deemed to be accepted when the Supplier issues a Confirmation of Order at which point and on which date the Contract shall come into existence (“the Commencement Date”).
2.3 The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Supplier which is not set out in the Contract.
2.4 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 trade, custom, practice or course of dealing.
2.5 If any of these Condition conflict with any term of the Order, the Order will take priority.
3. Supply of Services
3.1 The Supplier shall supply the Services to the Customer in accordance with the Specification in all material respects.
3.2 The Course shall be held on the Course Dates, unless the Customer is informed otherwise by the Supplier in writing. However, time shall not be of the essence for performance of the Services.
3.3 Where the location of the Course is stated in the Specification to be in Stansted, the Course shall be held at the Holiday Inn Express, Thremhall Avenue, Stansted, Essex CM24 1PY, unless the Customer is informed otherwise by the Supplier in writing.
3.4 Where the location of the Course is stated in the Specification to be in Norwich, the Course shall be held at the offices of the Supplier at 79 Thorpe Rd, Norwich, Norfolk, NR1 1UA, unless the Customer is informed otherwise by the Supplier in writing.
3.5 If, due to unforeseen circumstances, key personnel, key materials and/or the scheduled location for the Course are not available for any of the scheduled Course Dates, the Supplier shall use its reasonable endeavours to re-schedule the effected Course Date for another time, location and/or date that shall be notified in writing to the Customer.
3.6 If the Customer is unable to attend the re-schedule Course Date, the Supplier shall contact the Customer and offer them a personal catch up session in advance of the next schedule Course Date.
3.7 If the unforeseen circumstances mean that the effected Course Date cannot be re-scheduled, the provisions of Condition 12 shall apply.
3.8 The Supplier shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and the Supplier shall notify the Customer in any such event. The Supplier shall provide the Customer with at least one month’s written notice of any changes to these Conditions before they take effect. The Customer may cancel this Contract pursuant to Condition 9 if the Supplier changes these Conditions to the Customer’s material disadvantage.
3.9 The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.
4. Customer’s obligations
4.1 The Customer shall:
(a) check and ensure that the terms of the Order are complete and accurate before the Order is signed and submitted. If the Customer believes that there is a mistake, they are asked to please contact the Supplier to discuss;
(b) co-operate with the Supplier in all matters relating to the Services; and
(c) provide their own photography equipment.
4.2 If the Supplier’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 (“the Customer Default”):
(a) the Supplier shall without limiting its other rights or remedies 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 to the extent the Customer Default prevents or delays the Supplier’s performance of any of its obligations;
(b) the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier’s failure or delay to perform any of its obligations as set out in this Condition 4.2; and
(c) the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.
5. Charges and payment
5.1 The Charges for the Services shall be £950.00 inclusive of VAT.
5.2 Unless the Supplier has otherwise agreed with the Customer in advance of the Order being placed:
(a) The Customer shall pay the Supplier a non-refundable deposit of £150.00 inclusive of VAT upon submission of the Customers Order; and
(b) The Supplier shall invoice the Customer for the balance of the Charges (being £800.00 inclusive of VAT) which the Customer shall pay to the Supplier in cleared funds by no later than 10 Business Days before the first scheduled Course Date.
5.3 All amounts payable by the Customer under the Contract are inclusive of amounts in respect of value added tax chargeable for the time being (VAT). Where any taxable supply for VAT purposes is made under the Contract by the Supplier to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.
5.4 Without limiting any other right or remedy of the Supplier, if the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment (Due Date), the Supplier shall have the right to charge interest on the overdue amount at the rate of 3 per cent per annum above the then current NatWest base rate accruing on a daily basis from the Due Date until the date of actual payment of the overdue amount, whether before or after judgment, and compounding quarterly.
5.5 The Customer shall pay all amounts due under the Contract in full without any deduction or withholding.
5.6 The Supplier reserves the right to deny the Customer attendance on any Course Date if the sums due from the Customer to the Supplier prior to that Course Date have not been paid in full.
6. The Customer’s Right to Cancel
Distance Selling Regulations
6.1 Where the Customer has placed its Order via the internet, digital television, mail order (including catalogue shopping), telephone or fax, the Customer shall have the right to cancel the Order, without incurring any costs or liabilities, by providing the Supplier with written notice of cancellation within 10 Business Days of the Commencement Date (“the Cancellation Period”). However, the Customer shall have no right to cancel the Contract once the performance of the Services has begun, even if such performance has begun before the end of the Cancellation Period. By attending the Course, the Customer agrees to forfeit the Customer’s right to cancel the Order under Regulation 13 of the Consumer Protection (Distance Selling) Regulations 2000 as amended.
6.2 Where the Contract is cancelled in accordance with condition 6.1, the Customer shall be entitled to a full refund of all sums paid to the Supplier.
Cancellation Rights – Generally
6.3 The Customer may at any time prior to the commencement of the first scheduled Course Date cancel the Order by providing the Supplier with written notice.
6.4 Upon any cancellation of the Contract in accordance with Condition 6.3, the following charges shall apply:
(a) if the Contract is cancelled at least 28 days before the first scheduled Course Date, the Customer shall be entitled to a full refund of any sums paid to the Supplier, however the Supplier reserves the right to make a cancellation charge of £50 which shall be deducted from any refund that is due to the Customer;
(b) if the Contract is cancelled after 28 days but at least 14 days before the first scheduled, the Supplier shall be entitled to retain the Deposit but the Customer shall be entitled to a refund of any other sums paid to the Supplier; and
(c) if the Contract is cancelled less than 14 days before the first scheduled Course Date, the Supplier shall be entitled to retain all sums received from the Customer.
6.5 Once the Services have commenced, the Customer may cancel the Contract with immediate effect by giving the Supplier written notice in accordance with Condition 9 or Condition 12.
7. Intellectual property rights
7.1 All Intellectual Property Rights in or arising out of or in connection with the Services and the Supplier’s Materials shall be owned by the Supplier.
7.2 The Customer acknowledges that, in respect of any third party Intellectual Property Rights, the Customer’s use of any such Intellectual Property Rights is conditional on the Supplier obtaining a written licence from the relevant licensor on such terms as will entitle the Supplier to license such rights to the Customer.
7.3 All Supplier Materials are the exclusive property of the Supplier.
8. Limitation of liability
8.1 If the Supplier fails to comply with these Conditions, the Supplier shall be responsible for such loss or damage which the Customer may suffer that is a foreseeable result of the Supplier’s breach of the Conditions or as a foreseeable result of the Supplier’s negligence. The Supplier shall not be responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if they were an obvious consequence of the Supplier’s breach or if they were contemplated by the Supplier and the Customer at the time the Contract was entered into.
8.2 We supply the Services for educational purposes only. The Supplier shall have no liability to the Customer for any loss of profit, loss of business, business interruption, or loss of business opportunity. No reliance should be placed upon any content of the Course or the Supplier’s Materials or upon any statements made or information provided during the provision of the Services, and the Supplier excludes to the fullest extent permitted by law all liability resulting from any such reliance.
8.3 Nothing in these Conditions shall limit or exclude the Supplier’s liability for:
(a) death or personal injury caused by Our negligence or the negligence of Our employees, agents or subcontractors;
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession); and
(d) breach of the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 (description, satisfactory quality, fitness for purpose and samples).
8.4 Subject to Conditions 8.1 and 8.3:
(a) the Supplier shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
(b) the Supplier’s total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed sum of the Charges specified in Condition 5.1.
8.5 Except as set out in these Conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
9.1 Without limiting its other rights or remedies, each party may terminate the Contract with immediate effect by giving written notice to the other party if:
(a) the other party commits a material breach of the Contract and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach;
(b) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or has no reasonable prospect of doing so;
(c) the other party suffers execution or distress to be levied upon any of that party’s property, or if (being an individual) the other party becomes bankrupt or makes any arrangement with its creditors, or (being a company) enters into liquidation (whether compulsory or voluntary), or shall have a receiver or administrative receiver appointed of all or any of its assets;
(d) the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business; or
(e) the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.
9.2 Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under this Contract on the due date for payment.
9.3 The Supplier may terminate the Contract with immediate effect at any time prior to the first scheduled Course Date by giving written notice to the Customer. Any payments in advance that have been made by the Customer shall be refunded in full.
10. Information about the Supplier
The Supplier, Barrett & Coe Limited, is a company registered in England and Wales, with registration number 02751893 and whose registered office is at Saxon House, Hellesdon Park Road, Norwich, NR6 5DR. The Supplier’s registered VAT number is 595317119
11. Use of personal information
11.1 The Supplier will use the personal information provide by the Customer:
(a) provide the Services;
(b) process payment for such Services; and
(c) inform the Supplier about similar products or services that the Supplier provides, but the Customer may stop receiving these at any time by contacting the Supplier.
11.2 The Supplier will not give the Customer’s personal data to any third party.
12. Events Outside of the Supplier’s Control
12.1 For the purposes of this Contract, an Event Outside of the Supplier’s Control means an event beyond the reasonable control of the Supplier including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
12.2 If an Event Outside of the Supplier’s Control takes place that affects the performance of the Supplier’s obligations under these Conditions:
(a) the Supplier shall contact the Customer as soon as reasonably possible to notify them; and
(b) the Supplier’s obligations under these Conditions will be suspended and the time for performance of the Supplier’s obligations will be extended for the duration of the Event Outside of the Supplier’s Control. Where the Event Outside of the Supplier’s Control affects the Supplier’s performance of the Services, the Supplier will endeavour to restart the Services as soon as reasonably possible after the Event Outside of the Supplier’s Control is over.
12.3 The Supplier shall not be liable to the Customer as a result of any delay or failure to perform its obligations under this Contract as a result of an Event Outside of the Supplier’s Control.
12.4 If the Event Outside of the Supplier’s Control prevents the Supplier from providing any of the Services for more than 6 weeks, either party shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the other.
13.1 Any notice or other communication required to be given to a party under or in connection with this Contract shall be in writing and shall be delivered to the other party personally or sent by prepaid first-class post, recorded delivery or by commercial courier, at its registered office (if a company) or to such address as has been notified to the other party.
13.2 Any notice or other communication shall be deemed to have been duly received if delivered personally, when left at the address referred to above or, if sent by pre-paid first-class post or recorded delivery, at 9.00 am on the second Business Day after posting, or if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed.
13.3 This Condition 13 shall not apply to the service of any proceedings or other documents in any legal action. For the purposes of this Condition, “writing” shall not include e-mails and for the avoidance of doubt notice given under this Contract shall not be validly served if sent by e-mail.
No failure to exercise or delay in exercising any right, power or remedy under these Conditions will operate as a waiver of that right, power or remedy. Any waiver of a breach of any terms of these Conditions does not constitute a waiver of any other breach and shall not affect the other terms of these Conditions.
15.1 If a court or any other competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.
15.2 If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
16. Third parties
A person who is not a party to the Contract shall not have any rights under or in connection with it.
Except as set out in these Conditions, any variation, including the introduction of any additional terms and conditions, to the Contract, shall only be binding when agreed in writing and signed by the Supplier.
18. Governing law and jurisdiction
This Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and