Terms and Conditions
Art. 1 Definitions
The following definitions apply in these Terms and Conditions, unless otherwise stated and shall have the meaning given below:
“Contract” – the agreement between the parties under which Improve provides Services to the Customer, which incorporates the Terms and Conditions, the Registration Form, Service and Privacy Policy and any other applicable schedules, attachments, annexures and statements of work relating to the Services.
“Customer” – any legal entity or individual person who completes a Registration Form to enroll their employees, or to enroll themselves (as the case may be) to attend one or more of the Services.
“Delegate” –the individual person that meets the requirements set out by Improve and who will receive the Services pursuant to the Contract and who may or may not be a Customer. Where a Delegate is not a Customer shall accept the terms and conditions applicable to Delegates.
If the booking is made by a Customer on behalf of a Delegate, the Customer is responsible for ensuring: (i) that the Delegate meets the requirements to attend the specific Service(s); and (ii) that the Delegate has viewed and accepted these Terms and Conditions.
“Improve” – Improve International Ltd a limited liability company with registered office and main trading address in Alexandra House, Whittingham Drive, Wroughton, Swindon, Wiltshire SN4 0QJ, with VAT number 03568194 which, in accordance with and subject to these Terms and Conditions and Improve’s Privacy Policy, is the provider of the Services;
“Improve International Group” – Improve, its holding companies and all its subsidiaries and affiliates.
“Invoice” – the fiscal document issued by Improve to the Customer confirming the Services ordered by the Customer which shall include the amount to be paid by Customer for the provision of those Services and the timescale for making payment.
“Registration Form” – the form filled in by the Customer, physically or electronically, with the data requested therein, including (without limitation) the choice of the Service.
“Services” – Any and all courses or training, events, publications or subscriptions made available at any given time by any Improve Group company and supplied to the Customer pursuant to the Contract.
“Terms and Conditions” – Improve’s terms and conditions set out in this document, which shall govern the relationship between the parties.
Art. 2 Contract Structure and Formation
2.1 The Contract is made up of the following documents, which together govern the relationship between the parties:
a) These Terms and Conditions;
b) The Registration Form;
c) The Service provision and Privacy Policies;
d) Financial documents relating to the Service (Including the Invoice).
2.2 The Customer agrees that by creating an account on the Improve website and/or completing the Registration Form on the Improve website together with making partial or full payment (instalment payment or payment in full, respectively) for the Service, the Customer agrees to be bound by this Contract.
Where the Customer makes a booking in relation to the Service via a telephone call, the Contract is deemed to be formed when Improve receives an email and/or Registration Form from the Customer confirming (i) their details, (ii) the Service selected by the Customer, the Terms and Conditions and (iii) partial or full payment for the Services; At the absolute discretion of Improve the requirement for a partial or full payment may be replaced by the receipt of a valid Purchase Order from the Costumer for the Services.
Art. 3 Contract Subject
The purpose of this Contract is for Improve to provide, and Customer to receive, the Services, in accordance with these Terms and Condition, through registration and payment (in full or in installments).
Art. 4 Provision of Personal Data
4.1 The Customer acknowledges that it is mandatory for the Customer or a Delegate (as the case may be) to provide certain personal data in order to complete the Contract in accordance with 2.2 above and receive the Services.
4.2 By registering for the provision of a Service, the Customer undertakes to provide the information requested in the Registration Form, or other information that may be required by other means and that Improve considers necessary for the provision of the Service requested. Improve may ask the Customer for evidence of its eligibility to enroll for a Service, such as details of their professional membership and/or registration number, or education certificates. In the event that the Customer or any Delegate is deemed by Improve to be ineligible, Improve shall issue a refund for any Service fees that the Customer has paid in respect of Services that the Customer and/or Delegate has not received.
4.3 The information provided by the Customer must be true, accurate, up to date, and complete, including, but not limited to, information relating to the requirements necessary for attendance at any Service to which the Customer subscribes.
4.4 The Customer must, whenever there is a change to the information provided, update it immediately.
4.5 Under the terms of the preceding paragraphs of this Section 4, Improve may rely on the information provided by the Customer without any need to satisfy itself as to its accuracy, completeness or partiality.
4.6 Improve will treat the personal data and information referred to in this Art. 4 in accordance with its Privacy Policy.
Art. 5 Duration of the Contract
5.1 The Contract shall commence on the date Improve receives the first payment in respect of the Services and, unless terminated in accordance with these Terms and Conditions, shall continue in full force and effect for the duration necessary for the provision of the requested Service and its payment in full.
5.2 Improve will make reasonable endeavors to provide the Services on the dates and conditions presented However, the Customer acknowledges and accepts that such dates, whether relating to the commencement and/or completion of the Services, are estimated and subject to change.
5.3 Improve shall not be responsible or liable for any delay in providing the Service, any change in the timing, method or the location of the Service and for any loss or damage caused as a result thereof.
Art. 6 Fees, Payment and Invoicing
6.1 The price of each Service is the price presented by Improve and confirmed in the Invoice issued to the Customer (“Service Price”), which must be paid by the Customer at the time and according to the payment methods presented for each Service and contained in the Invoice.
6.2 Upon registration for a particular Service, the Customer, in accordance with applicable consumer law, has the right to cancel it and claim a refund of any amounts paid within a period of 14 days, without any additional charge. This right shall cease if the Service is provided with the Customer’s consent within that period of time.
6.3 The Customer must pay the Service Price in the timescales set out in the Invoice sent to the Customer. If payment is not made in accordance with the Invoice, Improve has the right at its sole discretion to withhold or suspend the provision of the Services until such a time as all requested payments are made by the Customer.
6.3.1 Without prejudice to the generality of clause 6.3, if Improve has agreed that the Customer may pay in instalments and there is a delay in payment of an instalment, Improve shall be entitled to ask for full payment of the outstanding balance, and apply a charge of interest for late payments, before allowing the Delegate (as the case may be) to continue to attend to the Services.
6.3.2 If Improve has agreed that the Customer may pay by direct debit and such direct debit is cancelled by the Customer at any time, without notification to Improve and unilaterally, the Customer will be charged an additional amount (Administrative Fee) to cover Improve’s administrative expenses and Improve shall be entitled to demand immediate payment of all outstanding sums owed by the Customer pursuant to the Contract.
6.4 Payments must be made using the payment method specified by Improve.
6.5 A Customer booking for the Service requested is only deemed complete after: i) the Customer and/or Delegate completing all the necessary pre-registration documentation to the satisfaction of Improve; ii) Improve receiving payment of all amounts due as set out in the applicable Invoice and iii) the acceptance of this Terms and Conditions.
6.6 Documentation relating to payments, including (without limitation) Invoices, will be sent by electronic mail (e-mail) and to the address provided at the time of registration by the Customer.
Changes to a Customer (or Delegate’s) email address, or requests to receive documentation by another means, must be made in writing to Improve or recorded on enrolment.
Requests to change the payment method or payment plan, request paper documentation and or change to another entity on the Invoice, after it has been issued, will be subject to an additional charge (Administrative Fee).
To receive details of applicable Administrative Fees, please send an email to: info.uk@improveinternational.com
Art. 7 E-mail Policy
Improve routinely uses e-mail as the preferred means of communication with the Customer and for sending documentation, including (without limitation) Invoices. Improve regularly virus checks the computer systems which are used for this purpose. Whilst Improve shall use all reasonable endeavors to prevent the transmission of known viruses, the Customer should also check all incoming electronic messages for viruses and use appropriate anti-virus protection software to monitor its files, e-mail messages and their attachments.
Art. 8 Customer Obligations
8.1 The Customer undertakes under this Contract to provide true, accurate, up-to-date and complete information at all times, in particular information relating education and training, including any specific and necessary requirements to register for and attend Services. Corporate Customers providing the information on behalf of their employees must ensure that they obtain appropriate consent from such employees to provide it.
a) If such information changes, Customer must promptly inform Improve and must always keep the information up to date. Improve may rely on the information that is provided by Customer at any given time, without having to satisfy itself as to its veracity, timeliness, accuracy or partiality and shall not be liable for any lack of veracity.
b) The Customer is also obliged to inform Improve of any change to the Customer and /or Delegate contacts that have been provided to Improve. Improve cannot be held responsible for not notifying the Customer of the Services requested if the contacts are not up to date.
c) Customer must ensure that it informs Improve of any special dietary requirements or relevant health conditions of which Improve should be aware for the normal operation and provision of the Services to the Customer and or Delegate.
8.2 The Customer is required under this Contract to pay for the course in full and in such timescales as are established by Improve and in the manner chosen by the Customer and accepted by Improve.
8.3 The Customer and/or the Delegate acknowledges that it is not permitted to take, copy, or broadcast any image or sound of the lessons, except with the express permission of Improve in writing.
8.4 Whenever the Services are provided in person the Customer and/or the Delegate must carry personal identification at all times when attending the Services.
Art.9 Improve Obligations
9.1 Improve shall:
a) provide the Service with reasonable diligence and care;
b) ensure that speakers will be suitably experienced in the subject matter they will be teaching, PROVIDED THAT the Customer acknowledges and accepts that speakers are responsible for the accuracy and fidelity of the information they teach and provide and Improve is not responsible for any inaccuracies or errors, which may arise in oral or written form.
c) maintain the confidentiality of any confidential information provided to it by the Customer and expressly indicated by the Customer as being confidential information;
d) provide adequate security in accordance with applicable national legislation and the General Data Protection Regulation (EU).
e) Comply with the Privacy and Cookies Policy, which sets out how personal information provided to Improve by the Customer is obtained and processed.
Art. 10 Cancellation or Modification of the Service
10.1 By the Customer:
a) The Customer (as Delegate or as corporate employer of a Delegate) may request the substitution for another person in place of a Delegate either in a Service in its entirety or in part or only in one or some modules of that Service. However, in order for this to be analyzed the Customer shall notify Improve in advance in writing with the name of the Delegate who will be attending the Service, or modules of the Service, so that Customer record accurately reflects the attendance. Only upon Improve’s confirmation of acceptance of the change will the substitute person be able to attend the course or module.
b) In the event that a Delegate miss attending a module or modules the Delegate may submit a written request to attend an alternative or similar module which is available the next time that Service is provide by Improve. Improve, at its absolute discretion, shall decide whether or not to accept such a request and shall confirm its decision in writing.
In all cases, if the request is made less than 2 (two) weeks in advance for the module or modules they will not attend, Improve shall be entitled to charge an additional amount for administrative expenses (Administrative Fee).
c) If the Customer wishes to cancel a Service to which they have subscribed they may do so if the Service has not yet been provided, subject to clause 10.1(d) and (e), and the cancellation must be sent in writing to Improve via email to: info.uk@improveinternational.com
d) If the Service is cancelled by the Customer 30 days or more before the date scheduled for the start of the Service, the Customer will be charged the amount correspondent or equivalent to the deposit with the exception of cancellation pursuant to clause 6.2 of these Terms and Conditions.
e) If the Service is cancelled within 30 days of the date scheduled for its commencement, the Customer shall not be entitled to a refund, with the exception of cancellation pursuant to clause 6.2 of these Terms and Conditions.
10.2 By Improve:
a) If for any reason (such as an insufficient number of registrations for a particular Service) a Service cannot be carried out as advertised, the Customer will be notified of the cancellation and will be refunded any amount already paid when registering for the Service. A refund of the amount already paid by the Customer shall be the Customer’s and/or any Delegate’s sole remedy in the event of cancellation by Improve and Improve shall have no liability for any other expenses and costs incurred by the Customer, including, but not limited to those relating to reservations, travel arrangements, transport or accommodation.
b) Improve reserves the right in its sole discretion, in exceptional circumstances, to change the locations, dates, method or speakers of the Services advertised or provided. In such circumstances, Improve will provide the Customer with as much advance notice of the changes as possible and shall not be responsible for the reimbursement or payment of any expenses and costs incurred by the Customer, including, but not limited to, those relating to bookings, travel arrangements, transportation, or accommodation.
Art.11 Insurance
Improve has the appropriate insurance cover for delivery of the Services. The Customer must also ensure that it has appropriate insurance in place to cover its, or any Delegates, participation in the Services, especially during practical sessions or visits to other facilities as well has observing the relevant country’s public health regulations.
Art. 12 Termination
12.1 Improve can terminate the Contract if:
a) with the Customer materially or persistently breaches the terms of the Contract;
b) the Customer fails to make punctual payment of any fee, or the Service Fee in accordance with the Contract.
c) in relation to Customers, Improve becomes aware that the Customer (i) is the subject of a bankruptcy order (or any other equivalenting any other jurisdiction), (ii) has become insolvent or makes any arrangement or takes any action in that respect, (iii) or makes arrangements for the benefit of its creditors (iv) or if any of its assets are subject of any form of seizure.
d) in relation to corporate Customers, Improve can terminate this Contract if Customer becomes insolvent, enters into any form of winding up or arrangement with its creditors or becomes voluntarily or compulsorily bankrupt, or if a receiver or administrative receiver or administrator is appointed.
12.2 Failure to exercise, or delay in exercising, any rights under the Contract shall not be construed as a waiver of such rights, nor shall it prejudice any subsequent exercise thereof.
Art. 13 Liability
13.1 The extent of the parties’ liability under or in connection with the Contract (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) shall be as set out in this clause 13.
13.2 Subject to clause 13.4, Improve’s total liability to the Customer or any Delegate shall not exceed, in aggregate, the amounts paid by such Customer in relation to the Services.
13.3 Subject to clause 13.4, Improve shall not be liable for consequential, indirect or special losses.
13.4 Nothing in this Contract shall be construed as restricting or excluding Improve’s liability for death or personal injury resulting from Improve’s negligence, or fraud or fraudulent misrepresentation or, any other liability which cannot be excluded or limited under applicable law.
13.5 Save as expressly set out in the Contract, Improve gives no warranty and makes no representations in relation to the Services and all warranties and conditions, whether express or implied by statute, common law or otherwise are excluded to the extent permitted.
Art. 14 Privacy Policy
14.1 Improve’s Privacy Policy can be found on the Improve website. By registering and subscribing to any of Improve Services, whether provided jointly or on behalf of a third party, the Customer consents to the processing and sharing of information with such entity(ies) for the purpose of receiving the contracted Services. Improve shall notify the Customer of the involvement of third parties in the presentation of the Service. Such entity(ies) may contact the Customer in accordance with their own Terms and Conditions, Privacy Policy, and other regulations.
If the Customer enrolls in activities accredited and evaluated by the International School of Veterinary Postgraduate Studies (ISVPS) and/or validated by Harper Adams University (HAU), the Customer acknowledges and accepts that Improve will share with these entities the necessary information for accreditation and certification purposes.
Where relevant, Improve will ensure that contractual safeguards are put in place to ensure the protection of the Customer’s personal information that is disclosed to third parties.
14.2 The transmission of personal data to third parties other than those set out above will only be made in cases where this is permitted or required by law.
Art. 15 Complaints
If the Customer is not satisfied with any aspect of the Service, they can make a complaint in writing by email and Improve will confirm receipt to the Customer within three working days and the Customer will be informed of the progress of the complaint periodically, with a view to resolving the situation.
Art. 16 Force Majeure
The parties shall not be liable either for delay in performance or for non-performance of any of their obligations under the Contract if such delay or non-performance is caused by Force Majeure. For the purposes of the Contract, Force Majeure shall be deemed to be any unforeseeable circumstances beyond the control of the parties, including but not limited to acts of God, fire, flood, explosion, riot, war (whether declared or not), hurricane, terrorism, major accident, epidemic, restriction or other act of the Government, acts or omissions of civil or military authorities, strike, industrial dispute (whether involving employees of Improve Group or not), which prevents either party from fulfilling its obligations under the Contract.
Art. 17 General
17.1 For the purposes of this Contract, any notice required, necessary or permitted to be given by either party shall be in writing to the email address which at the time has been provided to the other party for the purposes of this Contract.
17.2 These Terms and Conditions and the Privacy Policy may be amended at any time by Improve.
17.3 Improve may at any time, and without notifying the Customer, make any changes to the courses that are necessary to comply with any applicable safety or other statutory requirements, which do not materially affect the nature or quality of the courses.
17.4 Except as expressly provided for in this clause 17.4, a person who is not a party to the Contract shall not have any rights to enforce any of the provisions of the Contract, PROVIDED THAT any company within the Improve International Group shall be entitled to enforce any of the provisions of the Contract. The consent of any such entity is not required in order to rescind or vary the Contract or any provision of it
17.5 The parties are independent persons and are not partners, principal and agent or employer and employee and the Contract does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. None of the parties shall have, nor shall represent that they have, any authority to make any commitments on the other party’s behalf.
17.6 The Contract shall be construed so that all of its provisions are effective and valid under applicable law; but if any of the provisions of the Contract are held by competent authority to be invalid, void, or unenforceable, in whole or in part, the validity in part of them and of the remaining provisions of this Contract shall remain valid unaffected.
17.7 The parties agree that the Contract constitutes the entire agreement between them and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral in respect of its subject matter.
17.8 Each party acknowledges that it has not entered into the Contract in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in the Contract. No party shall have any claim for innocent or negligent misrepresentation on the basis of any statement in the Contract.
Art. 18 Applicable Law and Jurisdiction
This Contract and any dispute or claim arising out of, or in connection with it, shall be governed by, and construed in accordance with, the laws of England and Wales.
The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, the Contract.
