TERMS AND CONDITIONS OF SERVICE

1. Application

1.1 These terms and conditions shall apply to the provision of on-line learning materials by a²om® to the Client.

1.2 In the event of conflict between these terms and conditions and any other terms and conditions (of the Client or otherwise), the former shall prevail unless expressly otherwise agreed by a²om® in writing.

2. Definitions

 2.1 In this Agreement, unless the context otherwise requires, the following expressions have the following meanings:

"Business Day"	a day (excluding Saturdays) on which banks generally are open for the transaction of normal banking business (other than solely for trading and settlement in euros);
"The Client"	means any individual, firm or corporate body (which expression shall, where the context so admits, include its successors and assigns) which purchases services from a²om®
"The Commencement Date"	the commencement date for this agreement as set out in the confirmation of order.
"Services"	means the on-line learning materials to be provided by a²om® to the Clients as set out in the confirmation of order.

2.2 Any reference in these Conditions to a statute or a provision of a statute shall be construed as a reference to that statue or provision as amended, re-enacted or extended at the relevant time.

2.3 The headings in these Conditions are for convenience only and shall not affect their interpretation.

3. The Service

3.1 With effect from the Commencement Date a²om® shall, in consideration of the Fees being paid in accordance with the terms of payment, provide the services expressly identified in the confirmation of order or otherwise agreed under this agreement.

3.2 a²om® will use reasonable care and skill to perform the services identified in the confirmation of order or otherwise agreed under this agreement.

3.3 a²om® shall use all reasonable endeavours to complete its obligations under the confirmation of order but time will not be of the essence in the performance of these obligations.

4.1 Price

4.1 The Client agrees to pay the Fees in accordance with the terms of payment.

4.2 The Client will pay a²om® for any additional services provided by a²om® that are not specified in the confirmation of order in accordance with a²om® 's then current, applicable daily rate in effect at the time of the performance or such other rate as may be agreed. Any charge for additional services will be supplemental to the amounts that may be due for the Expenses.

4.3 All sums payable by either party pursuant to this Agreement are inclusive of any value added or other tax or other taxes on profit, for which that party shall be additionally liable.

5. Payment

5.1 All payments to be made pursuant to this Agreement are agreed as an acceptance of the confirmation of order.

5.2 The time of payment shall be of the essence of these terms and conditions. If the Client fails to make any payment on the due date in respect of the price or any other sum due under these terms and conditions then a²om® shall, without prejudice to any right which a²om® may have pursuant to any statutory provision in force from time to time, have the right to cease the provision of the services.

6. Variation and amendments

6.1 If the Client wishes to vary any details of the confirmation of order may it must notify a²om® in writing as soon as possible. a²om® shall endeavour to make any required changes and any additional costs thereby incurred shall be invoiced to the Client.

6.2 If, due to circumstances beyond a²om® ’s control, it has to make any change in the arrangements relating to the provision of the Services it shall notify the Client forthwith. a²om® shall endeavour to keep such changes to a minimum and shall seek to offer the Client arrangements as close to the original as is reasonably possible in the circumstances.

7. Termination

7.1 a²om® may terminate the agreement forthwith if: the Client is in breach of any of its obligations hereunder; or the Client has become bankrupt or shall be deemed unable to pay its debts by virtue of Section 123 of the Insolvency Act 1986;

or the Client ceases or threatens to cease to carry on business;

or any circumstances whatsoever beyond the reasonable control of a²om® (including but not limited to the termination of the service through no fault of a²om® ) arise that necessitate for whatever reason the termination of the provision of services.

7.2 In the event of Termination under clause 7.1 a²om® shall retain any sums already paid to it by the Client without prejudice to any other rights a²om® may have whether at law or otherwise.

7.3 In the event of Termination by the Client a minimum of 6 weeks notice must be given to a²om® in a manner provided by Clause 14.1.

8. Refunds

A refund may be made within 30 days of purchase providing the Client has not registered through a²om with Edexcel as a student. If the client has registered through a²om with Edexcel as a student on the a²om BTEC Intermediate (Level 2) Award in Driving Science the Client will not be entitled to a refund of any monies paid for the Services.

9. Sub-Contracting

a²om® may sub-contract the performance of any of its obligations under this Agreement without the prior written consent of the other party. Where a²om® sub-contracts the performance of any of its obligation under this Agreement to any person with the prior consent of the other party, that party shall not be responsible for every act or omission of the sub-contractor as if it were an act or omission of the party itself

10. Liability

10.1 If a²om® fails to perform the service with care and skill it will carry out remedial action at no extra cost to the Client.

10.2 a²om® shall not be liable to the Client or be deemed to be in breach of these terms and conditions by reason of any delay in performing, or any failure to perform, any of a²om® 's obligations if the delay or failure was due to any cause beyond a²om® 's reasonable control.

10.3 [Where the Client consists of two or more persons such expression throughout shall mean and include such two or more persons and each or any of them. All obligations on the part of such a Client shall be joint and several obligations of such persons.]

11. Force Majeure

11.1 Neither a²om® nor the Client shall be liable to the other or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of its obligations in relation to the Services, if the delay or failure was due to any cause beyond that party’s reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond either party’s reasonable control:-

11.2 act of God, explosion, flood, tempest, fire or accident;

11.3 war or threat of war, sabotage, insurrection, civil disturbance or requisition;

11.4 acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;

11.5 import or export regulations or embargoes;

11.6 strikes, lock-outs, or other industrial actions or trade disputes (whether involving employees of either a²om® or the Client or of a third party);

11.7 difficulties in obtaining raw materials, labour, fuel, part or machinery;

11.8 power failure or breakdown in machinery.

12. Waiver

12.1 No waiver by a²om® of any breach of these terms and conditions by the Client shall be considered as a waiver of any subsequent breach of the same or any other provision. A waiver of any term, provision or condition of this agreement shall be effective only if given in writing and signed by the waiving party and then only in the instance and for the purpose for which the waiver is given.

12.2 No failure or delay on the part of any party in exercising any right, power or privilege under this agreement shall operate as a waiver of, nor shall any single or partial exercise of any such right, power or privilege preclude any other or further exercise of or the exercise of any other right, power or privilege.

13. Severance

If any provision of these terms and conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these terms and conditions and the remainder of the provision in question shall not be affected thereby.

14. Copyright and Intellectual Property

a²om® reserves all copyright and any other rights (if any) which may subsist in the products of, or in connection with, the provision of a²om® 's services or facilities. a²om® reserves the right to take such actions as may be appropriate to restrain or prevent infringement of such copyright. a²om® is the proprietor of intellectual property rights in the learning materials, which are to be used by the Client solely for his own, private use for a single course. The Client agrees:
(a) not to cause or permit anything that may damage or endanger the intellectual property in the learning materials or a2om’s title to such intellectual property;
(b) to notify a2om of any suspected infringement of the intellectual property in the learning materials;
(c) to take such reasonable action as a2om may direct at the expense of a2om in relation to such infringement;
(d) to compensate a2om for any use by the Client of the intellectual property in the learning materials otherwise than in accordance with this Agreement;
(e) not to use the intellectual property in the learning materials otherwise than as permitted by these Terms; and
(f) on the expiry or termination of the Client’s course, to immediately cease using the learning materials

15. Notices and Service

15.1 Any notice or other information required or authorised by this Agreement to be given by either party to the other shall be given by sending via pre-paid registered post, email, facsimile transmission or other comparable means of communication.

15.2 Any notice or information given by post in the manner provided by Clause 14.1 which is not returned to the sender as undelivered shall be deemed to have been given on the 10th day after the envelope containing it was so posted; and proof that the envelope containing any such notice or information was properly addressed, pre-paid, registered and posted, and that it has not been so returned to the sender, shall be sufficient evidence that the notice or information has been duly given.

15.3 Any notice or information sent by e-mail, telex, cable, facsimile transmission or comparable means of communication shall be deemed to have been duly given on the date of transmission, provided that a confirming copy of it is sent to the other party 24 hours after transmission.

15.4 Service of any document for the purposes of any legal proceedings concerning or arising out of this Agreement shall be effected by either party by causing such document to be delivered to the other party at its registered or principal office, or to such other address as may be notified to one party by the other party in writing from time to time.

16. Applicable Law and Jurisdiction

These terms and conditions shall be governed and construed in accordance with English and Welsh law and the parties shall submit to the non-exclusive jurisdiction of the English and Welsh courts