Terms and conditions - Chorus Training

1. TERMS AND CONDITIONS

1.1. These are the Terms and Conditions for Chorus Training Limited, a company incorporated in Scotland with company number SC741702 whose registered office is at 23 Rubislaw Terrace, Basement, Aberdeen, Scotland, AB10 1XE (“Chorus Training”) in relation to its Services as defined below.

1.2. These Terms and Conditions together with all agreed Services Confirmations form the agreement between Chorus Training and the Customer for the Services ("Agreement").

2. DEFINITIONS

2.1. The following definitions apply to these Terms and Conditions:

Additional Conditions: means any additional conditions which are to apply to the Agreement as may be set out in the applicable Services Confirmation.
Admin User: the administrator appointed by the Customer who is authorised to set up and monitor the use of the Platform Services by the Authorised Users.
Affiliate: means in relation to a party, any entity that directly or indirectly controls, is controlled by, or is under common control with that party.
Authorised User: the individual employee, contractor or agent of the Customer who is authorised by the Customer to use the Platform Services and access the Training.
Chorus Training Materials: means any training materials provided by Chorus Training as part of the Services.
Business Day: any day which is not a Saturday, Sunday or public holiday in Scotland.
Confidential Information: has the meaning provided in clause 12.1.
Consultancy Services: any consultancy services of the type and specification listed in a Services Confirmation.
Customer: the customer who subscribes for the Services as set out in the first agreed Services Confirmation to which these Terms and Conditions are attached.
Customer Data: all data provided to Chorus Training or inputted into the Platform by the Customer or Users for use in the Services.
Customer Personal Data: all Customer Data which is personal data as that term is defined under Data Protection Legislation
Data Protection Legislation: means the UK Data Protection Act 2018, the UK GDPR and related subordinate legislation, as may be amended, updated or re-enacted from time to time.
Documentation: the documents made available to the Customer by Chorus Training (including by online means) which sets out a description of the Services and the user instructions for the Services.
Effective Date: the date of last signature of the first Services Confirmation to which these Terms and Conditions are attached.
Fees: the fees to be paid for the Services as stated in a Services Confirmation.
Normal Business Hours: 9.00 am to 5.30 pm UK time, each Business Day.
Platform: means Chorus Training’s e-learning platform which is used to provide the Services.
Platform Services: the online training, compliance and competence services provided by Chorus Training via the Platform as more fully described in a Services Confirmation and the Documentation.
Services: the Platform Services and Consultancy Services.
Services Confirmation: the service confirmation document setting out the details of the Customer, Services and Fees, the first of which is attached to these Terms and Conditions.
Service Delivery Period: means for the Services described in a Services Confirmation, the period during which those Services are to be provided, as set out in the applicable Services Confirmation.
Software: the online software applications provided by Chorus Training through the Platform as part of the Services, as may be modified, improved or updated from time to time by Chorus Training.
Training: the individual training, compliance or competence courses provided as part of the Platform Services that are accessed by Authorised Users.
User: means the Admin User and the Authorised Users.
Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

3. COMMENCEMENT AND DURATION

3.1. This Agreement shall commence on the Effective Date and shall continue, unless terminated earlier in accordance with clause 15 (Termination), until either party gives to the other party written notice to terminate. Such notice shall be served no earlier than the first anniversary of the Effective Date and shall expire on the completion of all Services Confirmations entered into before the date on which it is served.

3.2. If there are no uncompleted Services Confirmations as at the date notice to terminate is served under clause 3.1 such notice shall terminate this Agreement with immediate effect.

3.3. The parties shall not enter into any further Services Confirmations after the date on which notice to terminate is served under clause 3.1.

3.4. The Customer may procure Services by agreeing a Services Confirmation with Chorus Training as described in clause 4 below.

3.5. Chorus Training shall provide the Services, in relation to each Services Confirmation, for the duration of the applicable Service Delivery Period.

4. SERVICES CONFIRMATIONS

4.1. Each Services Confirmation shall be agreed in the following manner:

4.1.1. the Customer shall ask Chorus Training to provide certain Services and provide Chorus Training with as much information as Chorus Training reasonably requests in order to prepare a draft Services Confirmation for the Services requested;

4.1.2. following receipt of the information requested from the Customer, Chorus Training shall, promptly either:

4.1.2.1. inform the Customer that it declines to provide the requested Services; or

4.1.2.2. provide the Customer with a draft Services Confirmation;

4.1.3. where Chorus Training provides the Customer with a draft Services Confirmation in accordance with clause 4.1.2.2 above, parties shall discuss and agree that draft Services Confirmation; and

4.1.4. both parties shall sign the draft Services Confirmation when it is agreed.

4.2. Each agreed Services Confirmation shall be part of this Agreement and shall not form a separate contract to it.

4.3. In the event of any conflict between the Additional Conditions and these Terms and Conditions, the Additional Conditions shall take precedence.

5. PLATFORM SERVICES

5.1. Chorus Training grants to the Customer from the Effective Date a non-exclusive, non-transferable right to permit the Users to use the Platform Services, the Chorus Training Materials, and the Documentation during the term of, and in accordance with the Agreement and the applicable Services Confirmation for the Customer’s internal business operations.

5.2. The Client shall be entitled to appoint an Admin User who will use the Platform Services to set up and monitor the use of the Platform Services by the Authorised Users.

5.3. The Admin User shall be entitled to appoint Authorised Users, who will be entitled to use the Platform Services.

5.4. The Authorised User shall have the right to use the Platform Services, access the Training and the Chorus Training Materials.

5.5. The Customer shall not, and ensure Users shall not, access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:

5.5.1. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; or

5.5.2. facilitates illegal activity; or

5.5.3. in a manner that is otherwise illegal or causes damage or injury to any person or property; and Chorus Training reserves the right, without liability or prejudice to its other rights to the Customer or Users, to disable the Customer’s or Users’ access to any material that breaches the provisions of this clause.

5.6. The Customer shall not, and ensure Users shall not (except to the extent expressly permitted under the Agreement):

5.6.1.    attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute (as applicable) all or any portion of the Software, Chorus Training Materials or Documentation (as applicable) in any form or media or by any means; or
5.6.2.    attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form (as applicable) all or any part of the Software; or
5.6.3.    access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation;
5.6.4.    attempt to obtain, or assist third parties in obtaining, access to the Services or Documentation, other than as provided under this clause 5; or
5.6.5.    attempt to bypass or disable any security feature or mechanism within the Services.

5.7. The Customer acknowledges that Chorus Training operates a tiered access to the Platform Services. This tiered access will be agreed on in the applicable Services Confirmation.

5.8. Chorus Training shall provide Training to the Authorised User in accordance with the applicable Services Confirmation and Documentation and as otherwise may be agreed between the parties in writing.

5.9. Chorus Training will verify any Training completed by an Authorised User and keep records of any such Training completed by an Authorised User on its Platform and make these available to the Admin User and Customer on the Platform on request.

5.10. Chorus Training shall use commercially reasonable endeavours to make the Platform available 24 hours a day, seven days a week, except for:

5.10.1.    planned maintenance carried out during the agreed maintenance windows;
5.10.2.    unscheduled maintenance performed outside Normal Business Hours, provided that Chorus Training has used reasonable endeavours to give the Customer at least six (6) Normal Business Hours’ notice in advance; and
5.10.3.    any emergency maintenance as required, provided Chorus Training provide prompt notice of any emergency maintenance to the Customer.

6. CONSULTANCY SERVICES

6.1. Chorus Training will provide such Consultancy Services to the Customer as may be agreed on in the applicable Services Confirmation.

6.2. The Customer shall:

6.2.1.    co-operate with Chorus Training in all matters relating to the Consultancy Services;
6.2.2.    provide Chorus Training with such information and materials as Chorus Training may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects; and
6.2.3.    obtain and maintain all necessary licences, permissions and consents which may be required for the Consultancy Services before the date on which the Consultancy Services are to start.

7. CUSTOMER DATA

7.1. As between the parties the Customer shall own the Customer Data.

7.2. Chorus Training shall follow its back-up procedures for Customer Data as set out in its back-up policy (available at such website address as may be notified to the Customer from time to time), as such document may be amended by Chorus Training in its sole discretion. In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy against Chorus Training shall be for Chorus Training to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by Chorus Training in accordance with the procedures described in its back-up policy. Chorus Training shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by Chorus Training to perform services related to Customer Data maintenance and back-up, and for breaches of clause 7.7 or 7.8, for which it shall remain fully liable).

7.3. Both parties will comply with all applicable requirements of Data Protection Legislation.

7.4. In respect of any Customer Personal Data, which Chorus Training requires to process in relation to the Services being provided to the Customer, the parties acknowledge that Chorus Training shall be deemed the processor and the Customer the controller (as those terms are defined in the Data Protection Legislation).

7.5. The Customer will ensure that it is entitled to transfer the Customer Personal Data to Chorus Training so that Chorus Training may lawfully use, process and transfer the Customer Personal Data for the duration and purposes of this Agreement.

7.6. The scope, nature and purpose of the processing by Chorus Training and the duration of the processing shall be limited to processing required to provide the Services during the term of this Agreement. The type of Customer Personal Data will be the platform usage and training data obtained from Users in relation to the use of the Services. The category of data subjects will be Users.

7.7. Chorus Training shall in relation to Customer Personal Data:

7.7.1.    process that Customer Personal Data only on the documented instructions of the Customer, and only to the extent necessary to perform its obligations under this Agreement and shall not process any Customer Personal Data for any other purpose;
7.7.2.    inform the Customer if, in the opinion of Chorus Training, the instructions of the Customer infringe Data Protection Legislation (and Chorus Training shall be entitled to suspend the Services until an instruction is clarified);
7.7.3.    implement appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Customer Personal Data and against accidental loss or destruction of, or damage to, Customer Personal Data as required under Data Protection Legislation;
7.7.4.    ensure that any personnel engaged and authorised by Chorus Training to process Customer Personal Data have committed themselves to confidentiality or are under an appropriate statutory or common law obligation of confidentiality;
7.7.5.    assist the Customer insofar as this is possible (taking into account the nature of the processing and the information available to Chorus Training), and at the Customer's cost and written request, in responding to any request from a data subject and in ensuring the Customer's compliance with its obligations under Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
7.7.6.    notify the Customer without undue delay on becoming aware of a personal data breach involving the Customer Personal Data;
7.7.7.    at the written direction of the Customer, delete or return Customer Personal Data and copies thereof to the Customer on termination of the agreement unless Chorus Training is required by applicable law to continue to process that Customer Personal Data (and for the purposes of this clause 7.7.7 Customer Personal Data shall be considered deleted where it is put beyond further use by Chorus Training); and
7.7.8.    maintain records to demonstrate its compliance with this clause 7.7.

7.8. By entering into the Agreement the Customer provides its prior general authorisation for Chorus Training to appoint sub-processors in relation to (a) hosting and maintenance of the learning management system and training content; (b) multimedia content production and streaming; (c) assessment and certification services; (d) payment and billing processing; (e) email and communication services; (f) cloud and IT infrastructure hosting; (g) data analytics and reporting; and (h) IT security monitoring and support, subject to the following conditions:

7.8.1.    Chorus Training shall ensure that the terms on which it appoints such processors comply with Data Protection Legislation, and are consistent with the obligations imposed on Chorus Training in this clause 7;
7.8.2.    Chorus Training shall remain responsible for the acts and omission of any such processor as if they were the acts and omissions of Chorus Training; and
7.8.3.    where Chorus Training transfers Customer Personal Data outside of the UK as required for the Services, it shall ensure that all such transfers are effected in accordance with Data Protection Legislation.

7.9. Chorus Training shall be entitled to use the Customer Data for the purposes of its own analysis and research and development but only where the resulting data sets, insights or other analytical products created do not contain any personal data or any other identifiable Customer Data.

8. CUSTOMER OBLIGATIONS

8.1. The Customer shall provide Chorus Training with all necessary co-operation in relation to the Agreement and comply with all applicable laws and regulations with respect to its activities under the Agreement.

8.2. The Customer shall ensure that Users use the Services and the Documentation in accordance with the terms of the Agreement and shall be responsible for any User’s breach of the Agreement.

8.3. The Customer shall ensure that its network and systems comply with any relevant specifications provided by Chorus Training from time to time and be solely responsible for procuring and maintaining its network and internet connections.

9. CHORUS TRAINING’S OBLIGATIONS

9.1. Chorus Training undertakes that the Services will be performed substantially in accordance with the Documentation and with reasonable skill and care.

9.2. The undertaking at clause 9.1 shall not apply to the extent of any non-conformance which is caused by use of the Platform Services contrary to Chorus Training’ instructions, or modification or alteration of the Platform Services by any party other than Chorus Training or Chorus Training’ duly authorised contractors or agents. If the Services do not conform to this undertaking, Chorus Training warrants that, at its expense, it will use all reasonable commercial endeavours to correct any such non-conformance promptly or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer's sole and exclusive remedy for any breach of the undertaking set out in clause 9.1.

9.3. Notwithstanding the terms of clause 9.1, Chorus Training:

9.3.1. does not warrant that the Customer's use of the Platform Services will be uninterrupted or error-free; or that the Services, Documentation and/or the information obtained by the Customer or Users through the Services will meet the Customer’s requirements; and
9.3.2. is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Platform Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

9.4. Chorus Training warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under the Agreement.

10. RIGHTS IN THE SERVICES

10.1. All intellectual property rights in the Software, Services, Chorus Training Materials and Documentation (including all intellectual property rights created by Chorus Training in the course of producing the Reports) are owned by or validly licensed to Chorus Training. The Software, Services, Chorus Training Materials and Documentation are proprietary to Chorus Training (or the appropriate third-party rights owner) and the Customer and Users acquire no rights in or to the Software, Services, Chorus Training Materials and Documentation other than those expressly granted by the Agreement.

10.2. Software, Chorus Training Materials and Documentation provided in relation to the Services are provided solely in relation to the Customer’s and Users’ use of the Services in accordance with the Agreement and are not provided, or to be used, for any other purpose.

10.3. All intellectual property rights created by Chorus Training in relation to the provision of the bespoke content in as part of the Services shall be owned by Chorus Training.

11. PAYMENT

11.1. The Customer shall pay the Fees to Chorus Training for the Services in accordance with this clause 11 and the applicable Services Confirmation. Chorus Training may charge for additional services or additional functionality which it makes available to the Customer in relation to the Services.

11.2. The Customer shall pay the Fees at the time and intervals set out in the applicable Services Confirmation. If no payment time and intervals are so specified, Chorus Training shall invoice the Customer and the Customer shall pay each invoice within 30 days after the date of such invoice.

11.3. If Chorus Training has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of Chorus Training:

11.3.1. Chorus Training may, without liability to the Customer or User, disable the Customer’s or Users’ passwords, accounts and access (where applicable) to all or part of the Services and Chorus Training shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and
11.3.2. interest shall accrue on such due amounts at an annual rate equal to 3% over the then current base lending rate of the Bank of England at the date the relevant invoice was issued, commencing on the due date and continuing until fully paid, whether before or after judgment.

11.4. All amounts and fees stated or referred to in the Agreement shall be payable in the currency set out in the applicable Services Confirmation, are non-cancellable and non-refundable, and are exclusive of value added tax, which shall be added to Chorus Training’ invoice(s) at the appropriate rate.

12. CONFIDENTIALITY

12.1. Both during and for two years after the termination of the Agreement, each party (“Receiving Party”) shall keep in strict confidence any information that is proprietary or confidential and is either clearly labelled as such or which ought reasonably to be treated as confidential, including the existence and terms of the Agreement, all technical or commercial know-how, trade secrets, business information (including information relating to customers, clients, suppliers, plans, intentions, market opportunities, operations, products, processes and designs), technology, software, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Receiving Party by the other party (“Disclosing Party”), its employees, agents or subcontractors, and any other confidential information concerning the Disclosing Party's business or its products or its services which the Receiving Party may obtain (“Confidential Information”). The Customer Data shall be considered the Confidential Information of the Customer.

12.2. The Receiving Party shall restrict disclosure of such Confidential Information to such of its employees, agents or subcontractors as need to know it for the purpose of discharging the Receiving Party's obligations under the Agreement, and shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party. This clause 12 shall survive termination of the Agreement.

12.3. All information within the Reports which is specific to the Customer is the Confidential Information of the Customer.

12.4. This clause 12 shall not apply to the disclosure of Confidential Information which:

12.4.1.    is now in, or hereafter comes into, the public domain otherwise than as a result of a breach of this clause 12;
12.4.2.    was obtained or acquired in circumstances under which the receiving party was not bound by any form of confidentiality obligation; and
12.4.3.    is required by law or regulation to be disclosed to any person who is authorised by law or regulation to receive the same (after consultation, if practicable, with the Disclosing Party to limit disclosure to such authorised person to the extent necessary).

12.5. Notwithstanding the terms of clause 12.1 and 12.2 above, Chorus Training may reference the Customer as being a customer of Chorus Training in relation to its marketing activities with the prior written consent of the Customer (such consent not to be unreasonably withheld or delayed).

13. INDEMNITY

13.1. Subject to clause 14, Chorus Training shall defend the Customer against any claim that the Services or Documentation infringes any United Kingdom patent effective as of the Effective Date, copyright, trademark, database right or right of confidentiality, and shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims, provided that:

13.1.1.    Chorus Training is given prompt notice of any such claim;
13.1.2.    the Customer provides reasonable co-operation to Chorus Training in the defence and settlement of such claim, at Chorus Training’ expense; and
13.1.3.    Chorus Training is given sole authority to defend or settle the claim.

13.2. In the defence or settlement of any claim, Chorus Training may procure the right for the Customer to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate the Agreement on 2 Business Days’ notice to the Customer without any additional liability or obligation to pay liquidated damages or other costs to the Customer.

13.3. In no event shall Chorus Training, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on:

13.3.1.    a modification of the Services or Documentation by anyone other than Chorus Training; or
13.3.2.    the Customer's or Users’ use of the Services or Documentation in a manner contrary to the instructions given to the Customer by Chorus Training; or
13.3.3.    the Customer's or Users’ use of the Services or Documentation after notice of the alleged or actual infringement from Chorus Training or any appropriate authority.

13.4. This clause 13 and clause 14.4 state the Customer's sole and exclusive rights and remedies, and Chorus Training’ entire obligations and liability, for infringement of any patent, copyright, trademark, database right or right of confidentiality.

14. LIMITATION OF LIABILITY

14.1. This clause 14 sets out the entire financial liability of Chorus Training (including any liability for the acts or omissions of its employees, agents, consultants and subcontractors) to the Customer or User in respect of:

14.1.1.    any breach of the Agreement however arising;
14.1.2.    any use made by the Customer or Users of the Services; and
14.1.3.    any representation, statement or tortious act or omission (including negligence) arising under or in connection with the Agreement.

14.2. Except as expressly and specifically provided in the Agreement:

14.2.1.    the Customer assumes sole responsibility for its and its Users’ use of the Platform Services and acknowledges that use of the Services does not guarantee the Customer any improvement in its business efficiencies;
14.2.2.    Chorus Training shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Chorus Training by the Customer or Users in connection with the Platform Services or any actions taken by Chorus Training at the Customer's or Users’ direction;
14.2.3.    all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from the Agreement; and
14.2.4.    the Services and Documentation are provided to the Customer and Users on an "as is" basis.

14.3. Nothing in these Terms and Conditions seeks to exclude Chorus Training’ liability for death or personal injury caused by negligence or for fraud or fraudulent misrepresentation. Chorus Training excludes all other liability to the extent permitted at law.

14.4. Subject to clause 14.3, in no event shall Chorus Training be liable for any loss of business, loss of profit, loss or corruption of data or for any indirect or consequential loss and Chorus Training’ total aggregate liability arising under the Agreement or otherwise relating to the Services shall be limited to the total Fees paid during the 12-month period preceding the date on which the claim arose.

14.5. The parties acknowledge and agree that any dates quoted for delivery of the Services are approximate only, and that the time of delivery is not of the essence. Chorus Training shall not be liable for any delay in delivery of the Services that is caused by an event, circumstance or cause outside the control of Chorus Training or the Customer’s failure to comply with its obligations under the Agreement.

15. TERM AND TERMINATION

15.1. Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate the Agreement without liability to the other if:

15.1.1.    the other party commits a material breach of any of the terms of the Agreement 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; or
15.1.2.    the other party is insolvent within the meaning of section 123 of the Insolvency Act 1986; or
15.1.3.    the other party ceases, or threatens to cease, to trade.

15.2. On termination of the Agreement for any reason:

15.2.1.    all rights to use the Services granted under the Agreement shall immediately terminate;
15.2.2.    each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party;
15.2.3.    the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced.

16. DISPUTE RESOLUTION

16.1. In the event the parties are unable to resolve a dispute between them arising out of or relating to the Agreement, and except for claims for injunction or other similar relief, the parties will attempt to settle it by mediation in accordance with the Centre for Effective Dispute Resolution’s Model Mediation Procedure. Unless otherwise agreed between the parties, the mediator will be nominated by the Centre for Effective Dispute Resolution and the mediation will take place at such location agreed by the parties (or by the mediator in the event parties cannot agree). The mediation agreement referred to in the Model Mediation Procedure shall be governed by Scots law.

16.2. If the dispute is not settled by mediation within 10 days of commencement of the mediation or within such further period as the parties may agree in writing, the parties shall be free to seek to resolve the dispute by such other means subject always to clause 17.

17. GENERAL

17.1. The Agreement does not confer any rights on any person or party (other than the parties to the Agreement and, where applicable, their successors and permitted assigns).

17.2. If Chorus Training choose to waive any particular right it has under the Agreement on any particular occasion, this does not prevent it from exercising that right on another occasion.

17.3. If any part of the Agreement is held by a court of law (or similar forum) to be invalid or unenforceable, this shall not affect the validity or enforceability of the rest of the Agreement.

17.4. Chorus Training shall have no liability to the Customer under the Agreement if it is prevented from or delayed in performing its obligations under the Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control.

17.5. The Customer is not entitled to transfer or assign its rights and obligations under the Agreement to anyone else without Chorus Training’ prior written permission. Chorus Training may transfer its rights and obligations under the Agreement to an Affiliate by giving written notice of such transfer to the Customer.

17.6. Nothing in the Agreement is intended to, or shall operate to, create a partnership between the parties, or to authorise either party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

17.7. All notices required or permitted under the Agreement will be in writing and given by email to the addresses set out in the Service Confirmation or such other email address as parties may intimate from time to time. Any such notice shall be deemed to have been duly received when confirmation of completion of its transmission has been recorded by the sender’s email system.

17.8. The Agreement, including the applicable Services Confirmation referencing these Terms and Conditions, constitutes the complete and exclusive understanding and agreement between Customer and Chorus Training regarding its subject matter and supersedes all prior or other agreements or understandings, written or oral, relating to its subject matter (including any proposal Chorus Training may have issued to the Customer). Each party acknowledges that, in entering into the Agreement it does not rely on any statement, representation, assurance or warranty (whether it was made negligently or innocently) of any person (whether a party to the Agreement or not) other than as expressly set out in the Agreement.

18. LAW AND JURISDICTION

This Agreement shall be governed by the laws of Scotland. If either party requires to raise court proceedings in relation to any such dispute, then the courts of Scotland shall have exclusive jurisdiction under the Agreement in relation to those proceedings.