Face to Face Training

9. CONFIDENTIALITY

9.1 Each party agrees that the discussions between them and the terms of this Agreement, including without limitation, relating to the names of each party’s clients and potential clients, prices, fee scales and discounts, together with information relating to each party’s business (‘Confidential Information’) shall be kept strictly confidential by each party whether it is communicated orally or in writing or by any other means.

9.2 This restriction shall not apply to information which is within the public domain or which was lawfully known to the other party prior to the commencement of the original discussions.  If either party is required to disclose Confidential Information to its officers, employees, agents or professional advisers then this shall be restricted to only those persons who need access to it for the purpose of implementing the objectives of this Agreement.

9.3 The obligations under this Clause 9 will survive the termination of this Agreement and shall continue for a period of 3 years following termination of this Agreement.

10. GENERAL

10.1 Data Protection. Each party undertakes to comply at all times with applicable laws, including, without limitation, the Data Protection Act 2018 (“the Act”) the and the General Data Protection Regulation 2016/679 (“GDPR”), to the extent it processes any personal data on behalf of the other.  “Personal data” shall have the meaning given to it in the Act.  In particular, but without limitation, each party shall: only carry out processing of personal data in accordance with the other’s instructions; only disclose it to or allow access to it by those of its employees, servants or agents who are familiar with data protection requirements and whose use of personal data relates to their job or function; assist the other with all subject information requests received from data subjects.

10.2 Third Party Rights. The parties agree that no third party shall be able to enforce any term of this Agreement by virtue of the Contracts (Rights of Third Parties) Act 1999.

10.3 Entire Agreement. This Agreement (together with the terms, if any, set out in the Specification Sheet), constitute the entire agreement between the parties, supersede any previous agreement or understanding relating to the Educational Service and may not be varied except in writing between the parties.  All other terms and conditions, express or implied by statute or otherwise, are excluded to the fullest extent permitted by law. 

10.4 Notices. Any notice required or permitted to be given by either party to the other under this Agreement shall be in writing addressed to the other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.

10.5 Waiver. No failure or delay by either party in exercising any of its rights under the Agreement shall be deemed to be a waiver of that right, and no waiver by either party of any breach of the Agreement by the other shall be considered as a waiver of any subsequent breach of the same or any other provision.

10.6 Severance. If any provision of this Agreement is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of this Agreement and the remainder of the provision in question shall not be affected.

10.7 Dispute Resolution. In the event of a dispute concerning the Educational Service supplied, the parties shall use their reasonable endeavours to resolve it as soon as practicable.  If they fail to do so within 14 days, the parties shall use their best endeavours to try to agree on and implement a formal method of dispute resolution. If the parties fail to agree such a method within a further 14 days, legal proceedings may be commenced.