1. Introduction

ISSURED LIMITED (registered number 08860437) whose registered office is at First Floor, Unit 18 Bradbourne Drive, Milton Keynes, MK7 8BE (“Issured” or the “Supplier”) is a business transformation consultancy that you can trust to deliver modern, lasting, tangible results for the future. Comprised of experts from some of the most challenging and sensitive environments, we help our clients transform their business, making them more efficient, effective, and future proof. With our clients at the heart of everything we do, we provide a distinctly personal service from initial analysis to upskilling your team – we’re not just a consultancy, we’re a partnership.

Please read these terms and conditions carefully and make sure you understand them. They set out the obligations (the 'terms') between you and Issured Ltd ('Issured', 'we', 'us', or 'our'). The terms explain what happens once you have placed an order, how to make payment, how you and we may change or end the contract, what to do if there is a problem and other important information. The terms are only available in English. You should retain a copy of these terms for future reference.

2. Definitions and Interpretation

In this Agreement, unless the context otherwise requires:

• The singular includes the plural and vice versa.
• Reference to a gender includes the other gender and the neutral.
• The headings in this Agreement are for ease of reference only and shall not affect its interpretation.
• Words defined have the meaning as set out below.

Agreement - Means the provision of the events that the supplier may organise, which are available through the supplier platform (www.issured.arlo.co)vand are booked by a Client or Company Consumer. Cancellation Period - Means a defined period of time in which the client can cancel the agreement. Client - Means the legal or natural person procuring the Services as specified in the Agreement. Company Consumer - Means individuals or businesses that consume or use goods and services sold by Issured Ltd. Event - Means a scheduled training course, webinar, or mentoring session organised by Issured Ltd. Help Desk - Means the Issured team that will provide the single point of contact for queries and or support. Individual - Means a particular person attending an Event. Issured Representative - Means a staff member of Issured who has the authority to act on behalf of the supplier. Parties - Means the Supplier and either a company consumer or an individual. Services - Means those services to be provided by Issured to the Client as specified in the Agreement, which may include public scheduled courses; on-site training courses; consultancy services; training development; project management and administration; provision of equipment or systems; conduct of examinations; venue hire; and/or courseware. Supplier - ISSURED LIMITED (registered number 08860437) whose registered office is at First Floor, Unit 18 Bradbourne Drive, Milton Keynes, MK7 8BE Working Day - Means a day other than Saturday, Sunday, and statutory holidays in the location where the Services are to be provided.

3. Contact

Client or company consumer may contact Issured via the following methods:

• Telephone: +44(0) 1908 470 888.
• Email: aspiringleaders@issured.com.
• Postal address: Issured Ltd, First Floor, Unit 18 Bradbourne Drive, Milton Keynes, MK7 8BE, United Kingdom.
• Contact us form on our website – www.issured.com. The Help Desk is available between 9am and 5pm, Monday to Friday (excluding public holidays in England). If the Supplier needs to contact a Client or company consumer or individual, a supplier representative will do so by telephone or by writing to you at the email address or postal address that you provide at the time that you made the booking.

4. Agreement

These terms cover the provision of the events that the supplier may organise, which are available through the supplier platform and are booked by a Client or company consumer. Upon a Client or company consumer or individual submit a booking for a place or places on an event, whether online, using the supplier booking platform (www.issured.arlo.co) in writing or by telephone, you will be given confirmation of supplier acceptance of your order (a 'booking confirmation') in writing by email. Client or company consumer or individual acknowledges and agrees that they have authority to bind any business or individual on whose behalf the purchased place or places for an event have been made. Where a Client or company consumer or individual is undertaking an event(s), these terms and any document(s) expressly referred to in this agreement constitute the entire agreement between the parties and supersede and extinguish all previous agreements, promises, assurances, warranties, representations, and understandings between the parties, whether written or oral, relating to its subject matter. The Client or company consumer or individual acknowledges and agrees that in entering into this contract you do not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these terms, or any document expressly referred to in them. Client or company consumer or individual agree that the parties shall not have any claim for innocent or negligent misrepresentation based on any statement in this contract.

5. Services

In consideration for the payment of the fees by the Client or company consumer or individual, the Supplier shall provide the following services as stipulated in the booking confirmation:

• In person training courses.
• Online training courses.
• Bespoke training courses.
• Mentoring.

6. Fees

The event(s) is (are) purchased by paying the appropriate fees as set out on the Issured website (www.issured.com). Payment can be made in the following ways:

• Online by credit or debit card using PayPal at the time of booking.
• By invoice sent to you after booking on the website.

If Client or company consumer or individual have chosen to pay via invoice, an invoice for payment of the appropriate fees shall be sent to the email address you provide at the time of booking. It is Client or company consumer or individual responsibility to ensure the address provided is correct.

Client or company consumer or individual are required to pay any invoice (s) within 30 days of the date on the invoice. Unless the invoice has been paid before the commencement of a course the attendees will not be permitted to receive the event (s).

Payment for the event must be made at least 14 days prior to event commencement.

The rate of VAT applied to invoices will be at the time of booking. VAT on immediate payments will be charged at the rate for time of booking and payment and will be in line with HMRC policies.

7. Non-Payment

Where the supplier does not receive the appropriate fees on an invoice before the start of the course, Client or company consumer or individual and or delegate(s) will be refused entry to the event.

8. Our Rights to Make Changes

The supplier reserves the right to cancel, curtail, postpone or re-schedule event (s), if there are insufficient delegate numbers to ensure a high-quality training experience. If the need to cancel, curtail, postpone or re-schedule events the supplier shall use reasonable endeavours to notify the Client at least 5 working days in advance.

The supplier reserves the right to change venues (within a reasonable distance of the original venue) and substitute trainers and consultants at its discretion.

Wherever possible, the supplier will contact Client or company consumer or individual at least 5 working days prior to the event to be cancelled, unless an emergency requires the supplier to cancel the event within 5 working days of the event start date.

In the event of cancellation or postponement, the supplier will offer Client or company consumer or individual a place on the next available event. Alternatively, Client or company consumer or individual may ask for a refund which shall be made in accordance with section 11.

The supplier reserves the right to cancel or postpone events if there are insufficient delegate numbers to ensure a high-quality training experience at least 5 working days before the event start date.

9. Cancellations

Client or company consumer or individual may cancel or transfer a booking in the following circumstances:

• Where Client or company consumer or individual, have the right to cancel within 14 days of receiving the booking confirmation (the ‘Cancellation Period’).

• Client or company consumer or individual have the right to transfer to another event providing you give us at least 14 days’ notice. However, the supplier cannot guarantee availability on a replacement event - where the supplier agrees to the transfer the following applies:

  • The original acceptance of these terms and conditions will transfer to the new event booking.
  • If the event has been paid for in full and if the appropriate fees for the replacement event are less than the event you originally booked, the supplier will refund the difference in accordance with Section 11 – Refunds.
  • If the event has been paid for in full and if the appropriate fees for the replacement event are more than the event originally booked, the supplier will issue an invoice for the difference to the address provided when making the request to transfer (whether a physical address or an email address); Client or company consumer or individual should pay the invoice in accordance with the payment terms.
  • Outside of the 14-day cancellation period, Client or company consumer or individual does not have the right to cancel the booking.
  • Client or company consumer or individual has the right to cancel the booked event where the supplier has made a change in the venue within 14 days of the event being held.
  • Client or company consumer or individual may only cancel an event booking via the booking platform (www.issured.arlo.co).

10. Transfers

Where Client or company consumer or individual or other delegates are unable to attend, substitute delegates can be accepted. The supplier must be notified within at least 14 days of the event commencing to incur no additional charges. Changes must be made via the online platform (www.issured.arlo.co), at least 14 days prior to the event commencing.
No transfers will be accepted within 14 days of the event.

11. Refunds

Where an event is cancelled in accordance with the Cancellation Period you shall be entitled to a refund of the fees for that event within 14 days beginning with the day on which we agree that you are entitled to a refund.

Where an event is cancelled by the supplier, the supplier will refund the value that has been paid for the event to an approved bank account for the Client or company consumer or individual. All request for a refund must be made on company headed paper or individual bank account in the name of the individual making the booking.

The supplier will not pay any other costs associated with attending an event including any other travel expense booked by the client or company consumer (such as, but not limited to, hotel, mileage, rail fares etc.).

Refund of the event cost at the time of booking will be paid within 14 days beginning with the day on which the supplier representative agrees to a refund after receipt of an approved bank account.

Where Client or company consumer or individual transfer to a replacement event pursuant to section 10 - transfers and the fee is less than the original event, the supplier will refund the difference within 14 days beginning with the day on which the supplier agrees that Client or company consumer or individual are entitled to a refund and the details for repayment have been provided.

12. Intellectual Property Rights

Use of the suppliers name or logo is prohibited except with the suppliers prior written consent. All Ip background and foreground remains the property of the supplier.

Any materials provided for or during events are protected by Crown Copyright (except where clearly stated otherwise). Re-use of the training materials is prohibited.

13. Data Protection and Disclosure

With respect to the parties' rights and obligations under the Agreement, the parties agree that the delegate is the Data Controller and that the supplier is the Data Processor in relation to Customer Personal Data. Refer to Issured Privacy statement for further clarity. The Supplier shall do the following:

• Subject to this clause process Client or company consumer or individual Personal Data only in accordance with instructions from the Client or company consumer or individual which may be specific instructions or instructions of a general nature as set out in the Agreement or as otherwise notified by the Client or company consumer or individual to the supplier during the Term.
• Process Client or company consumer or individual Personal Data only to the extent, and in such manner, as is necessary for the provision of the Services or as is required by Law or any Regulatory Body.
• Implement appropriate technical and organisational measures to protect Client or company consumer or individual Personal Data against unauthorised or unlawful processing and against accidental loss, destruction, damage, alteration or disclosure. These measures shall be appropriate to the harm which might result from any unauthorised or unlawful processing, accidental loss, destruction or damage to Client or company consumer or individual Personal Data and having regard to the nature of the Client or company consumer or individual Personal Data which is to be protected.
• Take reasonable steps to ensure the reliability of any Staff who have access to Client or company consumer or individual Personal Data.
• Obtain prior written consent from the Client or company consumer or individual in order to transfer Client or company consumer or individual consumer or individual Personal Data to any other person (including for the avoidance of doubt any sub-contractor) for the provision of the Services provided that the Client or company consumer or individual acknowledges it has given its prior consent in this regard where such transfer is described or contemplated in the relevant Service Definition.
• Take reasonable steps to ensure that all Staff required to access Client or company consumer or individual Personal Data are informed of the confidential nature of the Personal Data and comply with the obligations set out in this clause.
• Take reasonable steps to ensure that Staff do not publish, disclose or divulge Client or company consumer or individual Personal Data to any third party unless directed in writing to do so by the Client or company consumer or individual.
• Notify the Client or company consumer or individual within five Working Days if it receives:
  • A request from a Data Subject to have access to Client or company consumer or individual Personal Data relating to that person; or
  • A complaint or request relating to the Client or company consumer or individual obligations under the Data Protection Legislation.
• Provide the Client or company consumer or individual with full cooperation and assistance in relation to any complaint or request made relating to Client or company consumer or individual Personal Data, including by:
  • Providing the Client or company consumer or individual with full details of the complaint or request.
  • Complying with a data access request within the relevant timescales set out in the Data Protection Legislation.
  • Providing the Client or company consumer or individual with any Personal Data it holds in relation to a Data Subject (within the reasonable timescales).
  • Providing the Client or company consumer or individual with any other information reasonably requested.

The supplier shall comply at all times with the Data Protection Legislation and shall not perform its obligations under the Agreement in such a way as to cause the Client or company consumer or individual to breach any of its applicable obligations under the Data Protection Legislation in relation to the Client or company consumer or individual use of the Services.

Where Client or company consumer or individual Data is received by the supplier under or in connection with the Agreement, the supplier warrants and represents that such Client or company consumer or individual Data has been collected, processed and transferred in accordance with applicable data privacy laws and that the Client or company consumer or individual has provided all notices and obtained all consents required by applicable law to enable the legal transfer of such Client or company consumer or individual Data to and processing by the supplier and its subcontractors for the purposes of enabling the supplier to perform its obligations under the Agreement.

In the event of any loss or damage to Client or company consumer or individual Data, the supplier shall use reasonable commercial endeavours to restore the lost or damaged Client or company consumer or individual Data from the latest back-up of such Client or company consumer or individual Data maintained by Issured in accordance with the archiving procedure described in the relevant Service Definition. The supplier shall not be responsible for any loss, destruction, alteration or disclosure of Client or company consumer or individual Data caused by any third party (except those third parties sub-contracted by Issured’s to perform services related to Client or company consumer or individual Data maintenance and backup).

14. Confidentiality

Except to the extent set out in this clause or where disclosure is expressly permitted elsewhere in the Agreement, each party shall:

• Treat all information belonging to the other party as confidential and safeguard it accordingly.
• Not disclose any information belonging to the other party to any other person without the prior written consent of the other party, except to such persons and to such extent as may be necessary for the performance of the Agreement.

The supplier shall take all necessary precautions to ensure that all Client or company consumer or individual information obtained under or in connection with the Agreement:

• Is given only to the Staff engaged to advise on it in connection with the Agreement as is strictly necessary for the performance of the Agreement.
• Is treated as confidential and not disclosed (without approval) or used by any Staff otherwise than for the purposes of the Agreement.

The provisions of these clauses shall not apply to any information received by one party from the other which:

• Is or becomes public knowledge (otherwise than by breach of this clause).
• Was in the possession of the receiving party, without restriction as to its disclosure, before receiving it from the disclosing party.
• Is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure.
• Is independently developed without access to the information; or
• Must be disclosed pursuant to a statutory, legal or parliamentary obligation placed upon the party making the disclosure, including any requirements for disclosure under the FOIA, or the Environmental Information Regulations.

In the event that either party fails to comply with this clause, the other party may terminate the Agreement with immediate effect by notice in writing.

The supplier will immediately notify the Client or company consumer or individual of any breach of security in relation to Client or company consumer or individual information obtained in the performance of the Agreement and will keep a record of such breaches. Issured will use its best endeavours to recover such Client or company consumer or individual Confidential Information however it may be recorded. This obligation is in addition to Issured’s obligations under this clause. The supplier will co-operate with the Client or company consumer or individual in any investigation that the Client or company consumer or individual considers necessary to undertake as a result of any breach of security in relation to Client or company consumer or individual information. This clause shall survive termination of the Agreement, however arising.

To the extent that, in connection with the Agreement, Issured provides the Client or company consumer or individual with information which Issured has indicated is exempt from disclosure under the Freedom of Information Act 2000 ("Exempt Information") the Client or company consumer or individual agrees to notify the supplier, as soon as reasonably possible, of any request received by it. Before making any disclosure of Issured’s Exempt Information the Client or company consumer or individual shall take account of any representations made within a reasonable time by Issured about the applicability of the FOIA Exemptions to such Exempt Information.

15. Limitation of Liability

Whilst every effort is made to ensure that our events are relevant and topical, they are not tailored or bespoke for specific businesses or individuals and therefore all warranties for fitness for purpose and all other express and implied warranties are excluded to the fullest extent lawfully permitted.

Nothing in these terms limits or excludes our liability for:

• death or personal injury caused by our negligence.
• fraud or fraudulent misrepresentation.

Supplier liability to Client or company consumer or individual shall be limited to the price you have paid for the event, we will under no circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the contract, for:

• any loss of profits, sales, business, or revenue.
• loss or corruption of data, information, or software.
• loss of business opportunity.
• loss of anticipated savings.
• loss of goodwill.
• any indirect or consequential loss.

If the supplier is providing events at your premises, the supplier will make good any damage to your property caused while doing so. However, the supplier is not responsible for the cost of repairing any pre-existing faults or damage to Client or company consumer or individual property that is discovered while providing the event.

16. Third Party Rights

Other than expressly stated to the contrary, 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) pursuant to the Contracts (Rights of Third Parties) Act 1999.

18. No Partnership or Agency

Nothing in the Agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

19. Assignment

The supplier may not assign or novate any or all of its rights and obligations under this Agreement without the prior written consent of the Client or company consumer or individual to the3 supplier that has paid the fees for an event. This shall not be unreasonably withheld or delayed.

20. Entire Agreement

The Agreement constitutes the whole agreement between the parties and supersedes any previous arrangement, understanding or agreement between them relating to the subject matter they cover.

Each of the parties acknowledges and agrees that in entering into the Agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to the Agreement or not) relating to the subject matter of the Agreement, other than as expressly set out in the Agreement.

21. Severance

If any provision (or part of a provision) of the Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

22. Force Majeure

The supplier shall have no liability to the Client or company consumer or individual 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, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of the Issured or any other party), failure of a utility service or transport or telecommunications 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 Issured or sub-contractors, provided that the Client or company consumer or individual is notified of such an event and its expected duration.

If for reasons outside the control of the supplier, the Services or any part thereof become impossible to perform or are otherwise frustrated the supplier will be entitled to terminate the Agreement reasonable on notice to the Client or company consumer or individual without incurring any liability and the Client or company consumer or individual shall pay the supplier for Services provided until such termination.

23. Modern Day Slavery and Human Trafficking

Each party shall comply with all applicable anti-slavery and human trafficking laws, statutes, regulations and codes of practice in force from time to time. Each party warrants that, so far as it is aware, having undertaken reasonable enquiries, slavery and human trafficking is not taking place in any part of its own business and in any part of its supply chains.

24. Prevention of Corrpution and Fraud

The supplier shall not do the following:

• Offer or give, or agree to give, to any employee, agent, servant or representative of the Client or company consumer or individual, any other public body or person employed by or on behalf of the Client or company consumer or individual, or any other public body (each of which for the purposes of this clause shall be a "Relevant Person") any gift or consideration of any kind which could act as an inducement or reward for doing, refraining from doing, or for having done or refrained from doing, any act in relation to the Agreement or any other contract with any Relevant Person, or for showing or refraining from showing favour or disfavour to any person in relation to any such contract.
• Enter into the Agreement or any other agreement with any Relevant Person in connection with which a financial incentive or package has been paid or has been agreed to be paid by Issured or on its behalf, or to its knowledge, unless before the relevant agreement is entered into particulars of any such financial incentive or package and of the terms and conditions of any such agreement for the payment of such financial incentive or package have been disclosed in writing to the Client or company consumer or individual.
• Commit any offences under the Prevention of Corruption Acts 1889 to 1916 or the Bribery Act 2010 in connection with the Agreement.
• Defraud or attempt to defraud or conspire to defraud any Relevant Person.

The supplier warrants and represents to the Client or company consumer or individual that in entering into the Agreement it has not done any of the things prohibited in this clause.

In the event of any breach of the clause the Client or company consumer or individual shall be entitled to terminate the Agreement with immediate effect.

Without prejudice to its other rights and remedies under this clause, the Client or company consumer or individual shall be entitled to recover in full of Issured and Issured shall on demand indemnify the Customer in full against:

• The amount of value of any such gift, consideration, or commission.
• Any other loss sustained by the Client or company consumer or individual in consequence of any breach of this clause.

25. Conflicts of Interest

It is the suppliers practice, in appropriate circumstances, to check for conflicts of interest before taking on engagements. The supplier may provide many different professional services to Client or company consumer or individual, and we cannot be certain that we will identify promptly all situations where there may be a conflict with your interests. Please notify us promptly of any potential conflict affecting this engagement of which you are or become aware.