THE TRAINED EYE LIMITED

TERMS AND CONDITIONS

Please read these terms and conditions (“terms”) carefully. These terms are made between the trained eye limited a company incorporated in england and wales (company reg: 06382097) and you. By clicking the tick box marked “I agree to the terms and conditions as shown here”, you confirm your acceptance of these terms.

DEFINITION

The following words and expressions shall have the following meanings:

“Booking” means your reservation of the relevant Course made by telephone or via the website;

“Booking Form” means the booking form provided to you by us;

“Charges” means the non-refundable charge for the provision of the Course and any other charges including without limitation the Deposit which is more particularly set out on the Website or as otherwise notified to you by us;

“Confirmation Receipt” means the receipt sent to you by us following your Booking;

“Contract” means the contract formed between you and us in accordance with the Terms herein;

“Cooling Off Period” means fourteen (14) working days commencing from the date set out in the Confirmation Receipt;

“Course” means the training course, workshop or Academy Course;

“Course Manuals” means the manuals and materials made available to you as part of the Course;

“Deposit” means the sum paid by you to us when you make the Booking;

“Equipment” means all photographic and all other related equipment, materials and accessories which are notified by us to you for each relevant Course booked by you;

“Intellectual Property Rights” means all intellectual property rights including without limitation, patents, utility models, trade and service marks, trade names, domain names, right in designs, copyrights, moral rights, topography rights, rights in images, graphic rights, rights in databases, software rights (including in object and source code form), trade secrets and know-how and in all cases whether or not registered or registrable and including registrations and applications for registration of any of these and rights to apply for the same, and all rights and forms of protection of a similar nature or having equivalent or similar effect to any of these anywhere in the world;

“Privacy Statement” means such policy in relation to data protection and privacy as is displayed on the Website from time to time;

“The Academy” means the twelve (12) month course, details of which are set out on our Website;

“Website” means www.thetrainedeye.co.uk or any other unique resource locator notified to you by us from time to time;

“Work” means any output in any format authored by you for the duration of the relevant Course; and

“Workshop” means the short-term courses offered to you, details of which are set out on our Website.

2. BOOKING AND REGISTRATION PROCESS

2.1 You may book your place for the relevant Course:

2.1.1 by telephone if you contact us using the details available on the Website; or

2.1.2 using the Website by adding a course to the basket and checking out online.

2.2 You shall pay the Deposit to us when you book your place with us. The remainder of the Charges shall be paid in accordance with clause 6. If you have not paid us the Deposit, then no Booking is deemed to have been made.

2.3 Your Contract with us commences on the date of the Confirmation Receipt.

2.4 You consent to us conducting verification and security procedures in respect of the information you provide to us when making your Booking.

2.5 You hereby warrant that the information you provide to us at all times is true, accurate and correct and you shall promptly inform us in the event of any change to such information.

3. CANCELLATION, REFUNDS AND CHANGES TO YOUR BOOKINGS

3.1 You may cancel your Booking and terminate your Contract with us at any time by contacting us via the email address set out on the Website.

3.2 If you cancel your Booking and terminate your Contract with us:

3.2.1 within the Cooling Off Period, you shall be entitled to a full refund of the Deposit and any remaining Charges which have been paid by you to us less any applicable administrative charges; or

3.2.2 after the Cooling Off Period, we shall be entitled to retain all monies paid by you to us and any refunds made by us to you shall be at our sole and absolute discretion.

3.2.3 within thirty (30) days of the booked Course, we shall retain all monies paid by you to us, and you must make any balance payment to the full value of the Booking, regardless of whether you attend the Course or not.

3.3 You may request for the Booking to be changed on condition that you notify us of your intention to do so no later than thirty (30) days prior to the date of your relevant Course. Whilst we shall use our reasonable endeavours to transfer your Bookings to the date of your choice, you understand that we are only able to do so if there are available places on that requested date for the relevant Course. Their is an administration fee of £100 for any changes to course booking dates.

4. OUR OBLIGATIONS TO YOU

4.1 In consideration for payment by you of the Charges and subject to these Terms, we shall use our reasonable skill and care in the provision of the Course to you.

4.2 You acknowledge and agree that due to reasons beyond our control, (for example, course capacity, weather, availability of third party suppliers), we reserve the right to:

(i) limit the number of students in attendance;

(ii) alter the date of the Course;

(iii) substitute the instructor conducting the Course;

(iv) change the venue of the Course; and/or:

(v) cancel or postpone the date of the scheduled Course. In the event that we cancel a course in accordance with this clause 4.2, we shall provide you with alternate dates for the same. Any refunds offered to you in the event of a cancellation pursuant to this clause 4.2 shall be at our sole and absolute discretion.

4.3 We shall reserve the right to refuse you admission to, or to expel you from, the Course or any subsequent Courses in accordance with clause 7.

4.4 We may update or revise these Terms from time to time and shall notify you of such updates and revisions on the Website. You hereby agree that your continued use of the Website, your attendance to the Course and your use of the Course Manual shall be deemed acceptance by you of such changes.

5. YOUR OBLIGATIONS TO US

5.1 You agree that you shall at all times comply with any guidelines or reasonable instructions issued by us to you from time to time during the Course.

5.2 Whilst we may at times have spare Equipment for use during the Course, you must bring your own Equipment as notified to you by us in order to participate in the tasks set out in the Course.

5.3 You shall not alter, modify or make copies of any part of the Course Manual or any other materials provided to you on the Course.

5.4 You shall not, in our reasonable opinion, behave inappropriately or do any act which may be deemed to be unlawful or illegal during your attendance of the Course.

5.5 You shall not use the information in the Course Manual or the know-how, skills, knowledge and expertise obtained during your attendance of the Course to (a) commit a criminal act; or (b) do any act which may be or may be deemed to be an infringement of third party Intellectual Property Rights.

5.6 You shall notify us immediately of any circumstances where Intellectual Property Rights in the Course Manual or the rights of any third party may have been infringed.

5.7 Subject to clause 7, we reserve the right in our sole and absolute discretion to take any action that we deem necessary and appropriate in the event we consider that there is a breach or threatened breach of this clause.

6. CHARGES

6.1 If you have booked a Workshop with us, then pursuant to clause 2.2, you shall pay us the remainder of the Charges not less than thirty (30) days prior to the commencement of that relevant Workshop. In the event you receive the Confirmation Receipt less than thirty (30) days prior to the commencement of that relevant Workshop, then the remainder of the Charges shall become due and payable immediately.

6.2 If you have booked The Academy Course with us, then pursuant to clause 2.2, you shall pay us the remainder of the Charges by monthly instalments either by bank transfer, or credit or debit card payments, in accordance with information provided to you by us. You must begin your first instalment thirty (30) days prior to the commencement of The Academy Course. In the event you receive the Confirmation Receipt less than thirty (30) days prior to the commencement of The Academy Course, then you must make your first instalment to us immediately.

6.3 You may pay us the Deposit and the relevant Charges using the accepted methods of payment set out on the Website or notified to you by us.

6.4 All Charges shall be exclusive of any applicable value added tax (or any successor tax) and any other applicable tax of any nature whatsoever, which shall be added and shall be payable by you in accordance with the law applicable from time to time.

6.5 For the avoidance of doubt, if you choose to terminate your Contract with us in respect of The Academy Course, your obligations to pay any remainder of the Charges as set out in clause 6.2 shall survive the termination of your Contract pursuant to clause 7.4 and you shall not be entitled to any refunds.

7. OUR RIGHT TO TERMINATE YOUR CONTRACT

7.1 Subject to the Terms herein, your Contract with us shall terminate upon the completion of your Course. We may also terminate this Contract with you upon giving you not less than thirty (30) days notice in writing for any reason.

7.2 We reserve the right at our sole and absolute discretion to refuse you admission and/or expel you from the relevant Course and/or terminate your Contract if:

7.2.1 you have not paid to us the Deposit and/or the Charges in full in accordance with clause 6;

7.2.2 we have reason to believe that you have failed to comply with and/or are in breach of any of the provisions of these Terms; or

7.2.3 we have reason to believe that there has been misuse, abuse or fraudulent use of the Course Manual; or

7.2.4 we believe that you have provided us with false, inaccurate or misleading information; or

7.2.5 in our reasonable opinion, you are abusive to or have behaved inappropriately with other participants of the Course, or you display inappropriate conduct, disorderly behaviour and/or if you do any acts which may be deemed to be a criminal act during the Course.

7.3 Unless otherwise expressly set out to the contrary, upon the suspension of your access to the Course and/or termination of your Contract in accordance with clause 7.2, your licence to use any Intellectual Property Rights owned by and/or licensed to us as set out in clause 8 shall terminate forthwith and you shall immediately return to us the Course Manual.

7.4 Clauses 1, 6 (to the extent of all unpaid obligations), 8, 9, 10, 11 and this clause 7.4 shall survive the termination of these Terms however arising.

8. INTELLECTUAL PROPERTY RIGHTS

8.1 Unless otherwise expressly set out to the contrary, nothing in these Terms shall serve to transfer from us to you, the Intellectual Property Rights in the Course Manual and any Intellectual Property Rights owned by and/or licensed to us and all rights, title and interest in and to such Intellectual Property Rights shall remain exclusively with us and/or our licensors.

8.2 You are expressly prohibited from:

8.2.1 reproducing, copying, editing, transmitting, uploading or incorporating in any other materials, any of the Course Manual; and

8.2.2 removing, modifying, altering or using any trade marks, designs or logos (whether registered or unregistered) owned by us; and

doing anything which may be seen to take unfair advantage of the reputation and goodwill of The Trained Eye Limited, the Course, the Course Manual and the Website or which may be considered an infringement of any of the Intellectual Property Rights owned by and/or licensed to us without first obtaining our written consent.

8.3 You hereby assign to us by way of present and future assignment the Intellectual Property Rights in the Work, free from all encumbrances with full title guarantee immediately on creation including all rights of actions arising or accrued in relation thereto including, without limitation, the right to take proceedings and to seek and recover damages and the right to obtain delivery-up of all infringing copies and all other remedies for infringement; and you hereby unconditionally and irrevocably waives all moral rights attaching to the Work pursuant to Chapter IV of Part I of the Copyright, Design and Patents Act 1988 and any similar or corresponding rights.

8.4 You shall (at our cost and expense) do or procure to be done all such further acts and things, and execute or procure the execution of all such other documents, as we may from time to time reasonably require in order for us to be granted the full benefit of this clause 8, whether in connection with any registration of title or other similar right or otherwise.

8.5 Subject to the Terms set out herein and in particular to clauses 8.1 and 8.2, we hereby grant you a perpetual, non-transferable, non-sub-licensable, non-assignable, terminable and limited licence to use the Intellectual Property Rights in:

8.5.1 the Course Manual for your personal use only; and

8.5.2 the Work for the purposes of your business development and promotion including without limitation, the inclusion of such Work in your professional portfolio and website.

8.6 For the avoidance of doubt, the licence granted to you under clause 8.5.2 shall not include such Work being used in any third party marketing media including without limitation the use of such Work in magazines or advertising campaigns.

8.7 We are entitled to revoke your licence under clause 8.5 in the event of any breach of any provision under this clause 8.

9. PRIVACY POLICY

9.1 We enforce a strict Privacy Policy which you may access by clicking here. The terms of the Privacy Policy form part of these Terms and you hereby agree to be bound by them.

10. EXCLUSION OF WARRANTIES AND LIMITATION OF LIABILITIES

10.1 You hereby warrant that you have the right and capacity to enter into and be bound by these Terms.

10.2 You further warrant that the information you provide to us at all times is true, accurate and correct and you shall promptly inform us in the event of any changes to such information.

10.3 All warranties, representations, guarantees, conditions and terms other than those expressly set out herein whether express or implied by statute, common law, trade usage or otherwise, and whether written or oral are hereby expressly excluded to the fullest extent permissible by law. Consequently, all information, materials, knowledge, know-how and expertise are provided to you “as is.”

10.4 Any information, suggestion, know-how and Course Manuals made available to you from time to time are intended as information only and do not in any manner or form constitute specific advice of any nature and is not intended to address any of your specific needs or requirements. We advise you not to rely on them to assist in making or refraining from making a decision, or to assist in deciding on a course or a specific course of action. If you so intend to use and/or rely on such information, suggestion, know-how and Course Manuals, you shall do so at your own risks and liabilities.

10.5 You understand and agree that where we include views, opinion, advice and recommendations, these views, opinions, advice and recommendations are not endorsed by us, and to the maximum extent permitted by law, we shall not be liable on account of the accuracy, defamatory nature, completeness, timeliness or otherwise of such views, opinions, advice and recommendations.

10.5 You further understand, agree and warrant that in the event of your breach of these Terms and in particular, any provisions relating to Intellectual Property Rights owned by and/or licensed to you, you shall be solely responsible and liable for any actions (legal or otherwise) taken by any third party or authorities.

10.6 Nothing in these Terms shall limit or exclude our liability to you in respect of death and personal injury.

10.7 Subject to clause 10.6, we shall not be liable for any indirect or consequential losses, expectations of a specific nature or anticipated outcome, anticipated savings, loss of management time, loss of profit, loss of data, loss of business, loss of contract, loss of goodwill and reputation or any other losses however arising and whether caused by tort (including negligence), breach of contract or otherwise even if foreseeable and arising out of or in connection with these Terms.

10.8 Our maximum aggregate liability under, arising from or in connection with these Terms, whether arising in contract, tort (including negligence) or otherwise, shall not exceed the total Charges paid by you for the relevant Course.

11. GENERAL

11.1 This Contract and the Terms herein are personal to you and you may not transfer the Contract to any third party at any time. We may transfer the Contract to any third party at any time.

11.2 If we fail at any time during the term of these Terms, to insist upon strict performance of any of your obligations under these Terms, or if we fail to exercise any of the rights or remedies to which we are entitled to do so under these Terms, this shall not constitute a waiver of such rights or remedies and shall not relieve you from compliance with such obligations.

11.3 A waiver by us of any default shall not constitute a waiver of any subsequent default.

11.4 No waiver by us of any of the Terms shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing.

11.5 If any of these Terms are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.

11.6 These Terms and any document expressly referred to in them represent the entire agreement between you and us in relation to our provision to you of the Course and the Course Manuals and shall supersede any prior agreement, understanding or arrangement between you and us, whether oral or in writing.

11.7 We each acknowledge that, in entering into these Terms, neither of parties has relied on any representation, undertaking or promise given by the other or implied from anything said or written in negotiations between you and us except as expressly stated in the Terms.

11.8 These Terms are governed by and shall be construed in accordance with English law and the parties hereby submit to the exclusive jurisdiction of the English Courts.