Visit Activity Alliance

Course Merchant

  • Home
  • Activity Alliance business to business terms and conditions

https://www.activityalliance.org.uk/

Business to business terms for access to the Learning Hub and in person training services

1 Definitions and interpretation

1.1 In these Conditions the following definitions apply:

  • “Affiliate” means any entity that directly or indirectly Controls, is Controlled by or is under common Control with, another entity;
  • “Agreement Data” means Personal Data received from or on behalf of the Customer in connection with the performance of the Supplier’s obligations under the Contract;
  • “Applicable Law” means all applicable laws, legislation, statutory instruments, regulations and governmental guidance having binding force in England and Wales;
  • “Business Day” means a day other than a Saturday, Sunday or bank or public holiday when banks generally are open for non-automated business in England;
  • “Conditions” means the Supplier’s terms and conditions of supply set out in this document;
  • “Confidential Information” means any commercial, financial or technical information, information relating to the Digital Content and/or In Person Digital Person Services (including the content), plans, know-how or trade secrets which is obviously confidential in nature or has been identified as confidential, or which is developed by a party in performing its obligations under, or otherwise pursuant to the Contract;
  • “Contract” means the agreement between the Supplier and the Customer for the supply and purchase of Digital Content and/or In Person Services incorporating these Conditions and the Order and including all their respective schedules, attachments, annexures and statements of work;
  • “Control” has the meaning given to it in section 1124 of the Corporation Tax Act 2010 and “Controls”, “Controlled” and “under common Control” shall be construed accordingly;
  • “Controller” shall have the meaning given to it in applicable Data Protection Laws from time to time;
  • “Customer” means the named party in the Contract which has agreed to purchase the Digital Content and/or In Person Services from the Supplier and whose details are set out in the Order;
“Data Protection Laws” means, as binding on either party or the Digital Content and/or In Person Services:
  • (a) the GDPR;
  • (b) the Data Protection Act 2018;
  • (c) any laws which implement or supplement any such laws; and
  • (d) any laws that replace, extend, re-enact, consolidate or amend any of the foregoing;
  • “Data Protection Supervisory Authority” means any regulator, authority or body responsible for administering Data Protection Laws;
  • “Data Subject” shall have the meaning given to it in applicable Data Protection Laws from time to time;
  • “Digital Content” means the digital content to be made available on the Platform by the Supplier to the Customer as more particularly set out in the Service Description;
  • “Documentation” means any descriptions, technical details or other related materials supplied by the Supplier in connection with the Digital Content and/or In Person Services;
  • “Force Majeure” means an event or sequence of events beyond a party's reasonable control preventing or delaying it from performing its obligations under the Contract including an act of God, fire, flood, lightning, earthquake or other natural disaster, war, riot or civil unrest, interruption or failure of supplies of power, fuel, water, transport, equipment or telecommunications service, or material required for performance of the Contract, strike, lockout or boycott or other industrial action including those involving the Supplier’s or its suppliers’ workforce, but excluding the Customer’s inability to pay or circumstances resulting in the Customer’s inability to pay;
  • “GDPR” means Assimilated Regulation (EU) 2016/679, UK GDPR;
“Intellectual Property Rights” means copyright, patents, know-how, trade secrets, trade marks, trade names, design rights, rights in get-up, rights in goodwill, rights in software, rights in Confidential Information, rights to invention, rights to sue for passing off, domain names and all other intellectual property rights and similar rights and, in each case:
  • (a) whether registered or not;
  • (b) including any applications to protect or register such rights;
  • (c) including all renewals and extensions of such rights or applications;
  • (d) whether vested, contingent or future;
  • (e) to which the relevant party is or may be entitled, and
  • (f) in whichever part of the world existing;
  • “In Person Services” means the in person services to be performed by the Supplier at the Location as set out in the Order and more particularly described in the Service Description;
  • “International Organisation” shall have the meaning given to it in applicable Data Protection Laws from time to time;
  • “IPR Claim” has the meaning given in clause 10;
  • “Location” means the address or addresses for performance of the In Person Services as set out in the Order;
  • “Order” means the order for the Digital Content and/or In Person Services from the Supplier placed by the Customer;
  • “Permitted Use” means use of the Digital Content and/or In Person Services provided by the Supplier (as permitted by this Contract) for internal training and educational purposes;
  • “Permitted Users” means employees, sub-contractors and other users permitted by the Customer to use the Digital Content and/or In Person Services in connection with the Customer’s business;
  • “Personal Data” shall have the meaning given to it in applicable Data Protection Laws from time to time;
  • “Personal Data Breach” shall have the meaning given to it in applicable Data Protection Laws from time to time;
  • “Platform” means the Activity Alliance Learning Hub which is accessed via the following link: learn.activityalliance.org.uk;
  • “Price” has the meaning set out in clause 3.1;
  • “processing” has the meaning given to it in applicable Data Protection Laws from time to time (and related expressions, including “process”, “processing”, “processed”, and “processes” shall be construed accordingly);
  • “Processor” shall have the meaning given to it in applicable Data Protection Laws from time to time;
  • “Service Description” means the description of the Digital Content and/or In Person Services set out on the Activity Alliance Learning Hub and/or Activity Alliance website (activityalliance.org.uk);
  • “Sub-Processor” means any agent, sub-contractor or other third party (excluding its employees) engaged by the Supplier for carrying out any processing activities on behalf of the Customer in respect of the Agreement Data;
  • “Supplier” means either the English Federation of Disability Sport a charity incorporated and registered in England and Wales with charity number 1075180 or the English Federation of Disability Sports Events Management Limited a company registered in England and Wales with company number 05905541 both of EDFS, Sportpark, Loughborough University, 3 Oakwood Drive, Loughborough, Leicestershire as set out in the Contract in each case trading as Activity Alliance;
  • “Supplier Personnel” means all employees, officers, staff, other workers, agents and consultants of the Supplier, its Affiliates and any of their sub contractors who are engaged in the performance of the Digital Content and/or In Person Services from time to time; and
  • “VAT” means value added tax under the Value Added Taxes Act 1994 or any other similar sale or fiscal tax applying to the sale of the Digital Content and/or In Person Services.
1.2 In these Conditions, unless the context requires otherwise:
  • 1.2.1 a reference to the Contract includes these Conditions, the Order, and their respective schedules, appendices and annexes (if any);
  • 1.2.2 any clause, schedule or other headings in these Conditions is included for convenience only and shall have no effect on the interpretation of the Conditions;
  • 1.2.3 a reference to a ‘party’ includes that party’s personal representatives, successors and permitted assigns;
  • 1.2.4 a reference to a ‘person’ includes a natural person, corporate or unincorporated body (in each case whether or not having separate Activity Alliance business to business terms and conditions 5 legal personality) and that person’s personal representatives, successors and permitted assigns;
  • 1.2.5 a reference to a ‘company’ includes any company, corporation or other body corporate, wherever and however incorporated or established;
  • 1.2.6 a reference to a gender includes each other gender;
  • 1.2.7 words in the singular include the plural and vice versa;
  • 1.2.8 any words that follow ‘include’, ‘includes’, ‘including’, ‘in particular’ or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words;
  • 1.2.9 a reference to ‘writing’ or ‘written’ includes any method of reproducing words in a legible and non-transitory form;
  • 1.2.10 a reference to legislation is a reference to that legislation as in force at the date of the Contract;
  • 1.2.11 a reference to legislation includes all subordinate legislation made as at the date of the Contract under that legislation; and
  • 1.2.12 a reference to any English action, remedy, method of judicial proceeding, court, official, legal document, legal status, legal doctrine, legal concept or thing shall, in respect of any jurisdiction other than England, be deemed to include a reference to that which most nearly approximates to the English equivalent in that jurisdiction.
2 Application of these conditions
  • 2.1 These Conditions apply to and form part of the Contract between the Supplier and the Customer. They supersede any previously issued terms and conditions of purchase or supply.
  • 2.2 No terms or conditions endorsed on, delivered with, or contained in the Customer’s purchase conditions, order, confirmation of order, specification or other document shall form part of the Contract except to the extent that the Supplier otherwise agrees in writing.
  • 2.3 No variation of these Conditions or to an Order or to the Contract shall be binding unless expressly agreed in writing and executed by a duly authorised signatory on behalf of each of the Supplier and the Customer respectively.
  • 2.4 Each Order by the Customer to the Supplier shall be an offer to purchase Digital Content and/or In Person Services subject to the Contract including these Conditions.
    • Activity Alliance business to business terms and conditions 6
  • 2.5 If the Supplier is unable to accept an Order, it shall notify the Customer as soon as reasonably practicable.
  • 2.6 The offer constituted by an Order shall remain in effect and be capable of being accepted by the Supplier for 10 Business Days from the date on which the Customer submitted the Order, after which time it shall automatically lapse and be withdrawn.
  • 2.7 The Supplier may accept or reject an Order at its discretion. An Order shall not be accepted, and no binding obligation to supply any Digital Content and/or In Person Services shall arise, until the earlier of:
    • 2.7.1 the Supplier’s written acceptance of the Order; or
    • 2.7.2 the Supplier performing the Digital Content and/or In Person Services or notifying the Customer that they are ready to be performed (as the case may be).
  • 2.8 Rejection by the Supplier of an Order, including any communication that may accompany such rejection, shall not constitute a counter-offer capable of acceptance by the Customer.
  • 2.9 The Supplier may issue quotations to the Customer from time to time. Quotations are invitations to treat only. They are not an offer to supply Digital Content and/or In Person Services and are incapable of being accepted by the Customer.
  • 2.10 Marketing and other promotional material relating to the Digital Content and/or In Person Services are illustrative only and do not form part of the Contract.
3 Price
  • 3.1 The price for the Digital Content and/or In Person Services shall be as set out in the Order or, where no such provision is set out, shall be calculated in accordance with the Supplier’s scale of charges in force from time to time (the Price).
  • 3.2 The Prices are exclusive of:
    • 3.2.1 any venue hire and/or refreshments costs which shall, if required for the purposes of the Digital Content and/or In Person Services, be the responsibility of the Customer;
    • 3.2.2 VAT (or equivalent sales tax).
  • 3.3 The Customer shall pay any applicable VAT to the Supplier on receipt of a valid VAT invoice.
4 Payment
  • 4.1 The Supplier may invoice the Customer for the Digital Content and/or In Person Services, partially or in full, at any time following acceptance of the Order. Alternatively, the Customer has the option to pay for the Digital Content and/or In Person Services using the Supplier’s online card payment system.
  • 4.2 The Customer shall pay all invoices:
    • 4.2.1 in full without deduction or set-off, in cleared funds within 14 days of the date of each invoice; and
    • 4.2.2 to the bank account nominated by the Supplier, provided that in all cases, the invoice must be paid before the Supplier starts to provide the Digital Content and/or In Person Services.
  • 4.3 Time of payment is of the essence.
  • 4.4 Where sums due under these Conditions are not paid in full by the due date:
    • 4.4.1 the Supplier may, without limiting its other rights, charge interest on such sums at the statutory rate of interest on late payments of debts in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 and
    • 4.4.2 interest shall accrue on a daily basis, and apply from the due date for payment until actual payment in full, whether before or after judgment.
  • 4.5 The Customer shall pay all sums that it owes to the Supplier under the Contract without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by law.
5 Performance
  • 5.1 The Supplier shall supply the Digital Content and/or In Person Services to the Customer in accordance with the Service Description in all material respects.
  • 5.2 Subject to clause 4.2:
    • 5.2.1 Where the Order includes Digital Content, the Supplier shall use reasonable endeavours to provide the Customer with access to the Digital Content within 5 Business Days of payment being received in cleared funds from the Customer; and
    • 5.2.2 Where the Order includes In Person Services, the Supplier shall perform the In Person Services at the Location on the date agreed in the Contract.
  • 5.3 The Digital Content and/or In Person Services shall be deemed performed:
    • 5.3.1 where Digital Content, upon the Supplier providing to the Customer access to the Digital Content as agreed in the Contract;
    • 5.3.2 where In Person Services, upon completion of the performance of the In Person Services as agreed in the Contract.
  • 5.4 The Supplier shall not be liable for any delay in, or failure of performance caused by:
    • 5.4.1 the Customer’s failure to provide the Supplier with information requested by the Supplier or reasonably required by the Supplier for the performance of the Digital Content and/or In Person Services;
    • 5.4.2 Force Majeure;
    • 5.4.3 where In Person Services;
      • 5.4.3.1 the Customer’s failure to provide a suitable the Location;
    • 5.4.4 where Digital Content;
      • 5.4.4.1 any failure of the Customer’s computer system or failure of Customer to have a computer system (including but not limited to laptops, tablets and mobile phones) meeting the minimum requirements specified by the Supplier from time to time on the Platform and/or connection to the internet;
      • 5.4.4.2 scheduled and/or occasional emergency maintenance; or
      • 5.4.4.3 any third party provider such as cloud services and hosting providers causing unavailability or slow performance.
      6 Warranty
      • 6.1 The Supplier warrants that at the time of performance, the Digital Content and/or In Person Services shall:
        • 6.1.1 conform in all material respects to the Service Description; and
        • 6.1.2 be supplied with reasonable care and skill within the meaning of the Supply of Goods and Services Act 1982, Part II s 13.
      • 6.2 Except as set out in this clause 6:
        • 6.2.1 the Supplier gives no warranties and makes no representations in relation to the Digital Content and/or In Person Services; and
        • 6.2.2 shall have no liability for their failure to comply with the warranty in clause 6.1,
        • and all warranties and conditions (including the conditions implied by ss 13–15 of the Supply of Goods and Services Act 1982), whether express or implied by statute, common law or otherwise are excluded to the extent permitted by law.
        7 customer obligations
        • 7.1 The Customer represents, warrants and undertakes that:
          • 7.1.1 it has the right, power and authority to enter into this Contract;
          • 7.1.2 where the Order includes In Person Services, it shall procure a suitable Location in accordance with the instructions of the Supplier for the performance of the In Person Services and at its own cost;
          • 7.1.3 it shall assume sole responsibility for any conclusions drawn from the Digital Content and/or In Person Services.
        • 7.2 Where purchasing Digital Content the Customer shall ensure that:
          • 7.2.1 the Digital Content is used only for the Permitted Use;
          • 7.2.2 each Permitted User shall have a secure password for the use of the Digital Content and shall keep their password confidential;
          • 7.2.3 the Customer and/or any Permitted Users do not provide, transfer, distribute, sell, lease, rent, sub-license, resell or otherwise deal with the Digital Content unless otherwise permitted under this Contract;
          • 7.2.4 the Digital Content shall not be used for any purpose that is unlawful under the Applicable Law.
        8 Limitation of liability
        • 8.1 The extent of the parties’ liability under or in connection with the Contract (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) shall be as set out in this clause 8.
        • 8.2 Subject to clauses 8.6 and 8.7, the Supplier’s total liability arising under an Order shall not exceed a sum equal to 125% of the Fees paid under the relevant Order for which the liability has arisen.
        • 8.3 Subject to clauses 8.6 and 8.7, the Supplier shall not be liable for consequential, indirect or special losses.
        • 8.4 Subject to clauses 8.6 and 8.7, the Supplier shall not be liable for any of the following (whether direct or indirect):
          • 8.4.1 loss of profit;
          • 8.4.2 loss of revenue;
          • 8.4.3 loss or corruption of data;
          • 8.4.4 loss or corruption of software or systems;
          • 8.4.5 loss or damage to equipment;
          • 8.4.6 loss of use;
          • 8.4.7 loss of production;
          • 8.4.8 loss of contract;
          • 8.4.9 loss of commercial opportunity;
          • 8.4.10 loss of savings, discount or rebate (whether actual or anticipated);
            • and/or
          • 8.4.11 harm to reputation or loss of goodwill.
        • 8.5 The Customer shall indemnify, and keep indemnified, the Supplier from and against any losses, damages, liability, costs (including legal fees) and expenses incurred by the Supplier as a result of or in connection with the Customer’s breach of any of the Customer’s obligations under the Contract.
        • 8.6 The limitations of liability set out in clauses 8.2 to 8.4 shall not apply in respect of any indemnities given by either party under the Contract.
        • 8.7 Notwithstanding any other provision of the Contract, the liability of the parties shall not be limited in any way in respect of the following:
          • 8.7.1 death or personal injury caused by negligence;
          • 8.7.2 fraud or fraudulent misrepresentation;
          • 8.7.3 any other losses which cannot be excluded or limited by Applicable Law.
        9 Intellectual property
        • Notwithstanding any other provision of this Contract, any and all Intellectual Property Rights in the Digital Content and/or In Person Services shall remain the property of the Supplier or its licensors (as the case may be).
        10 Confidentiality and announcements
        • 10.1 The Customer shall keep confidential all Confidential Information of the Supplier and of its Affiliates and shall only use the same as required to perform the Contract. The provisions of this clause shall not apply to:
          • 10.1.1 any information which was in the public domain at the date of the Contract;
          • 10.1.2 any information which comes into the public domain subsequently other than as a consequence of any breach of the Contract or any related agreement;
          • 10.1.3 any information which is independently developed by the Customer without using information supplied by the Supplier [or by any Affiliate of the Supplier]; or
          • 10.1.4 any disclosure required by law or a regulatory authority or otherwise by the provisions of the Contract except that the provisions of clauses 10.1.1 to 10.1.3 shall not apply to information to which clause Error! Reference source not found. relates.
        • 10.2 This clause shall remain in force in perpetuity.
        • 10.3 The Customer shall not make any public announcement or disclose any information regarding the Contract, except to the extent required by law or regulatory authority.
        • 10.4 To the extent any Confidential Information is Agreement Data such Confidential Information may be disclosed or used only to the extent such disclosure or use is in compliance with and does not conflict with any of the provisions of clause 11.
        11 Processing of personal datA
        • The parties shall at all times comply with all Data Protection Laws in connection with the processing of Personal Data under or pursuant to the Contract.
        12 Force majeure
        • Neither party shall have any liability under or be deemed to be in breach of the Contract for any delays or failures in performance of the Contract which result from Force Majeure. The party subject to the Force Majeure event shall promptly notify the other party in writing when such the event causes a delay or failure in performance and when it ceases to do so. If the Force Majeure event continues for a continuous period of more than 30 days, the party not affected may terminate the Contract by written notice to the other party.
        13 Termination
        • 13.1 The Supplier may terminate the Contract or any other contract which it has with the Customer at any time by giving notice in writing to the Customer if the Customer has failed to pay any amount due under the Contract on the due date and such amount remains unpaid within 14 days after the Supplier has given notification that the payment is over due.
        • 13.2 Either party may terminate the Contract at any time by giving written notice to the other if:
          • 13.2.1 the other party commits a material breach of Contract and such breach is not remediable;
          • 13.2.2 the other party commits a material breach of the Contract which is capable of being remedied and such breach is not remedied within 14 days of receiving written notice of such breach;
          • 13.2.3 any consent, licence or authorisation held by a party is revoked or modified such that the party is no longer able to comply with its obligations under the Contract or receive any benefit to which it is entitled;
          • 13.2.4 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
          • 13.2.5 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 or operations.
        • 13.3 The Supplier may terminate any other Contract between the Supplier and the Customer if the Customer commits any breach of 13.2
        • 13.4 If the Customer becomes aware that any event has occurred, or circumstances exist, which may entitle the Supplier to terminate the Contract under this clause 13, it shall immediately notify the Supplier in writing.
        • 13.5 Termination or expiry of the Contract shall not affect any accrued rights and liabilities of the Supplier at any time up to the date of termination.
        14 Notices
        • 14.1 Any notice required to be given under this Contract must be in writing and in English, be signed by, or on behalf of, the party giving it (except for notices Activity Alliance business to business terms and conditions 13 sent by email) and be sent to the relevant party at the address set out in the Order.
        • 14.2 Any notice given according to clause 14.1 shall be deemed delivered:
          • 14.2.1 at the time of delivery (if delivered by hand);
          • 14.2.2 2 Business Days after posting (if sent by pre-paid first class post or other next day delivery service in the UK);
          • 14.2.3 3 Business Days after posting (if sent by pre-paid first class post or other next day delivery service sent from overseas); or
          • 14.2.4 24 hours from sending provided that no automatically generated out of office, bounce-back, message failure or similar notification has been received by the sender (if sent by email).
        • 14.3 This clause 14 does not apply to notices given in legal proceedings or arbitration.
        15 Cumulative remedies
        • The rights and remedies provided in the Contract for the Supplier only are cumulative and not exclusive of any rights and remedies provided by law.
        16 Further assurance
        • The Customer shall at the request of the Supplier, and at the Customer’s own cost, do all acts and execute all documents which are necessary to give full effect to the Contract.
        17 Entire agreement
        • 17.1 The parties agree that the Contract constitutes the entire agreement between them and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral in respect of its subject matter.
        • 17.2 Each party acknowledges that it has not entered into the Contract in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in the Contract. No party shall have any claim for innocent or negligent misrepresentation on the basis of any statement in the Contract.
        • 17.3 Nothing in these Conditions purports to limit or exclude any liability for fraud.
        18 Variation
        • No variation of the Contract shall be valid or effective unless it is in writing, refers to the Contract and these Conditions and is duly signed or executed by, or on behalf of, each party.
        19 Assignment
        • 19.1 The Customer may not assign, subcontract or encumber any right or obligation under the Contract, in whole or in part, without the Supplier’s prior written consent.
        20 No partnership or agency
        • The parties are independent persons and are not partners, principal and agent or employer and employee and the Contract does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. None of the parties shall have, nor shall represent that they have, any authority to make any commitments on the other party's behalf.
        21 Severance
        • 21.1 If any provision of the Contract (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of the Contract shall not be affected.
        • 21.2 If any provision of the Contract (or part of any provision) is or becomes illegal, invalid or unenforceable but would be legal, valid and enforceable if some part of it was deleted or modified, the provision or part-provision in question shall apply with the minimum such deletions or modifications as may be necessary to make the provision legal, valid and enforceable. In the event of such deletion or modification, the parties shall negotiate in good faith in order to agree the terms of a mutually acceptable alternative provision.
        22 Waiver
        • 22.1 No failure, delay or omission by the Supplier in exercising any right, power or remedy provided by law or under the Contract shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy.
        • 22.2 No single or partial exercise of any right, power or remedy provided by law or under the Contract by the Supplier shall prevent any future exercise of it or the exercise of any other right, power or remedy by the Supplier.
        23 Compliance with law
        • Each party shall comply with Applicable Law and shall maintain such licences, authorisations and all other approvals, permits and authorities as are required from time to time to perform its obligations under or in connection with the Contract.
        24 Third party rights
        • 24.1 Except as expressly provided for in clause 24.2, a person who is not a party to the Contract shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of the Contract.
        • 24.2 Any Affiliate of the Supplier shall be entitled under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of the Contract. The consent of any such Affiliate is not required in order to rescind or vary the Contract or any provision of it.
        25 Governing law
        • The Contract and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales.
        26 Jurisdiction
        • The parties irrevocably agree that the courts of England and Wales shall have non exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, the Contract, its subject matter or formation (including non-contractual disputes or claims).
View All Courses