Please read carefully before buying Training, Event or Workshops, or accessing or downloading any Training, Event or Workshop materials from Hertfordshire Music Service.
This is a legal agreement between you (Customer or you) and Hertfordshire Music Service (HMS or we) for your purchase of HMS Training, Event or Workshop.
By clicking on the "checkout" button on the event page, you agree to these terms and conditions.
1. Application
1.1. These terms and conditions (the Terms and Conditions) shall apply to the provision of the Training, Event or Workshop by HMS to the Customer.
2. Interpretation
2.1. In these Terms and Conditions, unless the context otherwise requires, the following expressions shall have the following meanings:
i. Agreement: these Terms and Conditions and completed Online Booking Process.
ii. Business Day: a day other than a Saturday, Sunday or public holiday in England.
iii. HMS: Hertfordshire Music Service
iv. Charges: the charges payable by the Customer for the Training, Event or Workshop in accordance with clause 6 (Charges and payment).
v. Delegate(s): an individual or representative who attend the Training, Event or Workshop.
vi. Customer: the person or organisation who purchases the Training, Event or Workshop.
vii. Customer Data: the data provided by the Customer for the purpose of facilitating the Training, Event or Workshop.
viii. Data Protection Legislation: means:
(a) The General Data Protection Regulation (GDPR), the Data Protection Act 2018, the Privacy and Electronic Communications (EC Directive) Regulations 2003; and
(b) any other legislation in force from time to time relating to privacy and/or the Processing of Personal Data and applicable to the provision and receipt of Training, Event or Workshop under these Terms and Conditions; and
(c) any statutory codes of practice issued by the Information Commissioner in relation to such legislation.
ix. Online Booking Process: The booking process available through the HMS website.
x. Personal Data: has the meaning given to it in the Data Protection Legislation.
xi. Proposal: The confirmation sent by HMS to Customer, following an indication by Customer that they wish to attend Training, Event or Workshop, setting out the details of the Training, Event or Workshop to be provided and the basis upon which HMS proposes to provide them.
xii. Processing: has the meaning given to it in the Data Protection Legislation.
xiii. Training, Event or Workshop: the Training, Event or Workshop, to be supplied by HMS to the Customer as described in the Proposal or as part of the Online Booking Process.
xiv. Training, Event or Workshop Materials: any materials or documents provided by HMS as part of the Training, Event or Workshop.
2.2. A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.
3. Basis of the Terms and Conditions
3.1. These Terms and Conditions shall come into effect when the Customer completes the Online Booking Process.
3.2. Any descriptive matter or advertising issued by HMS, and any descriptions contained in HMS's promotional materials, brochures or on the website, are issued or published for the sole purpose of giving an approximate idea of the Training, Event or Workshop described in them. They shall not form part of these Terms and Conditions nor have any contractual force.
3.3. These Terms and Conditions apply to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
4. Supply of the training, event or workshop
4.1. HMS shall use reasonable endeavours to supply the Training, Event or Workshop to the Customer in accordance with these Terms and Conditions in all material respects but reserves the right to change the content of any Training, Event or Workshop at any time and without notice.
4.2. HMS shall use reasonable endeavours to meet any specified Training, Event or Workshop dates, but any such dates shall be anticipated dates only and may be subject to alteration.
4.3. HMS reserves the right to amend the Agreement if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Training, Event or Workshop, and HMS shall notify the Customer in any such event.
4.4. Notwithstanding the above sub-clauses, HMS reserves the right to cancel Training, Event or Workshop at any time, without incurring additional liability to the Customer or any Delegates. In such circumstances, HMS will offer (at its sole discretion) alternative dates or a full refund.
5. Customer's obligations
5.1. The Customer shall:
5.1.1. ensure that all relevant sections are completed accurately before submitting a booking;
5.1.2. co-operate with HMS in all matters relating to the Training, Event or Workshop;
5.1.3. provide HMS, its employees, agents, consultants and subcontractors, with any information which may reasonably be required by HMS in the organisation of the Training, Event or Workshop, including, but not limited to, details in respect of the Delegate(s) and ensure that such information is complete and accurate in all material respects; and
5.1.4. where Training, Event or Workshop is being delivered at its premises (schools only), provide HMS with (i) access, Training, Event or Workshop space and any equipment necessary for the delivery of the Training, Event or Workshop; and (ii) such facilities as are reasonably notified to the Customer in advance;
5.1.5. where an eLearning Training, Event or Workshop is purchased, protect the personal log-in details and ensure all reasonable protections are used;
5.1.6. not share personal log-in details to any eLearning Training, Event or Workshop with anyone else;
5.2. In the event of a breach of clause 5, and any further sub clauses associated with it, HMS reserve the right to refuse Training, Event or Workshop or access to events and apply financial penalties, in accordance with clause 6.
5.3. If you require any special/additional requirements please state at the time that the booking is made at which time HMS will confirm what arrangements, if any, it is able to make, to try and accommodate the relevant matter, without being obliged to make any such arrangements. HMS will make no special arrangements unless it confirms in writing that it will do so.
6. Charges and payment
6.1. Unless otherwise stated, the Charges for the Training, Event or Workshop shall be calculated on a per session per Delegate basis.
6.2. The Customer shall pay any invoice submitted by HMS within 21 calendar days of the date of the invoice, to a bank account provided on the invoice by HMS, or in the case of online bookings, shall make payment as required by the Online Booking Process.
6.3. Failure by the Customer to pay any Charges when they fall due may (at the discretion of HMS) result in:
6.3.1. the Delegates' place on the Training, Event or Workshop being withdrawn;
6.3.2. HMS ceasing to provide the Training, Event or Workshop; and/or
6.3.3. HMS withholding any certification due to the Delegates from the Training, Event or Workshop.
6.5. All sums payable to HMS under this agreement are inclusive of VAT.
7. Cancellation
7.1. All notification of cancellations for Training, Event or Workshop bookings must be communicated to HMS, in writing to HMSBookings@hertfordshire.gov.uk
7.2. Training, Event or Workshop may only be cancelled by the Customer in accordance with clause 7.1. If a Customer or Delegates fail to attend all or part of any Training, Event or Workshop, full payment of the Charges shall be required.
7.3. If a refund is approved by HMS, it will be made through the original mode of payment only.
8. Intellectual property rights
8.1. All intellectual property rights in or arising out of or in connection with the Training, Event or Workshop, including any associated Training, Event or Workshop Materials shall be owned by HMS.
8.2. No reproductions, scans or copies (wholly or in part) shall be made of the Training, Event or Workshop Material without the prior written consent of HMS.
9. Customer data
9.1. As between the parties, the Customer shall own all right, title and interest in and to all of the Customer Data.
9.2. The Customer grants HMS an irrevocable, unlimited and royalty-free licence to use the Customer Data provided to HMS for the purposes of providing the Training, Event or Workshop.
9.3. Each party warrants that for the purposes of this Agreement it:
9.3.1. shall comply with the provisions of the Data Protection Legislation, including without limitation that it:
(a) shall use Personal Data in accordance with the permissions or consents obtained from the data subjects (as defined in the Data Protection Legislation) or otherwise in accordance with the Data Protection Legislation;
(b) shall communicate to any other relivant party the terms of any permissions or consents obtained from the data subjects;
(c) shall have in place appropriate technical and organisational security measures against unauthorised or unlawful Processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data and shall take all reasonable steps to ensure the reliability of its personnel who have access to such Personal Data and to impose obligations of confidentiality upon such personnel and to ensure that such personnel are aware of their responsibilities under the Data Protection Legislation;
(d) shall not transfer Personal Data outside the European Economic Area save in accordance with the Data Protection Legislation;
(e) shall comply with any request or notice it receives from a data subject in its capacity as a data controller;
9.3.2. shall upon request provide such assistance as is reasonably necessary to the other party to enable that party to comply with its obligations as a data controller (as defined in the Data Protection Legislation);
9.3.3. shall inform the other party as soon as reasonably practicable of the discovery of any actual or suspected data-breach relating to the Processing of Personal Data in connection with this Agreement;
9.3.4. shall, except to the extent prohibited by applicable law, inform the other party upon receipt of a complaint from a data subject or if approached by any regulatory body in connection with its compliance with the Data Protection Legislation in connection with this Agreement;
9.3.5. shall, except to the extent prohibited by applicable law, consult the other party in good faith as to the timing, manner and content of any response to a complaint from a data subject or approach by any Regulatory Body in connection with compliance with the Data Protection Legislation in connection with the Agreement.
9.4. If you have opted in to receive marketing information from us, we may send you emails about offers and services. You have the option to opt out of these emails by emailing HMSMarketing@hertfordshire.gov.uk. Please note that opting in to receive marketing information is separate from these terms and conditions.
10. Limitation of liability
10.1. Nothing in these Terms and Conditions limits any liability which cannot legally be limited, including, but not limited to, liability for:
10.1.1. death or personal injury caused by negligence;
10.1.2. fraud or fraudulent misrepresentation; and
10.1.3. breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
10.2. Subject to clause 10.1:
10.2.1. HMS shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, loss of income, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising;
10.2.2. HMS's total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the Agreement shall be limited to the total Charges paid for the Training, Event or Workshop.
10.3. The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3 and 4 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from these Terms and Conditions.
10.4. This clause 10 shall survive termination of the Agreement.
11. Confidentiality
11.1. Each party may be given access to confidential information from the other party in order to perform its obligations under the Agreement. A party's confidential information shall not be deemed to include information that:
11.1.1. is or becomes publicly known other than through any act or omission of the receiving party;
11.1.2. was in the other party's lawful possession before the disclosure;
11.1.3. is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
11.1.4. is independently developed by the other party, which independent development can be shown by written evidence.
11.2. Subject to clause 11.3, each party shall hold the other's confidential information in confidence and not make the other's confidential information available to any third party, or use the other's confidential information for any purpose other than the implementation of the Agreement.
11.3. A party may disclose confidential information to the extent such confidential information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 11.3, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
11.4. The Customer acknowledges that its information may be used by HMS on an anonymous basis without limitation including compiling and publishing reports.
11.5. The above provisions of this clause 11 shall survive termination of the Agreement, however arising.
12. Termination
12.1. Without affecting any other right or remedy available to it, either party to the Agreement may terminate it with immediate effect by giving written notice to the other party if:
12.1.1. the other party commits a material breach of any term of the Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 calendar days after being notified in writing to do so;
12.1.2. the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
12.1.3. the other party's financial position deteriorates to such an extent that in the terminating party's opinion the other party's capability to adequately fulfil its obligations under the Agreement has been placed in jeopardy.
12.2. without affecting any other right or remedy available to it, HMS may terminate the Agreement with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Agreement on the due date for payment
13. Consequences of termination
13.1. On termination of the Agreement:
13.1.1. the Customer shall return any of the Training, Event or Workshop Materials which have not been fully paid for; and
13.1.2. any provision of the Agreement that expressly or by implication is intended to come into or continue in force on or after termination of the Agreement shall remain in full force and effect.
13.2. Termination of the Agreement shall not affect any of the rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination.
14. Force majeure
HMS shall have no liability to the Customer 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 HMS 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 suppliers or sub-contractors, provided that the Customer is notified of such an event and its expected duration.
15. Variation
Subject to clause 4.3, no variation of the Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
16. Waiver
No failure or delay by a party to exercise any right or remedy provided under the Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
17. Severance
If any provision or part-provision of the Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Agreement.
18. Entire agreement
18.1. The Agreement shall constitute the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
18.2. Each party acknowledges that in entering into the Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Agreement.
19. Assignment and subcontracting
19.1. HMS may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Agreement.
20. 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).
21. Third party rights
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.
22. Notices
22.1. Any notice required to be given under the Agreement shall be in writing.
22.2. A notice sent email shall be deemed to have been received at the time of transmission (as shown by the time sent in respect of an email).
23. Governing law
The Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
24. Jurisdiction
Each party irrevocably agrees 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 Agreement or its subject matter or formation (including non-contractual disputes or claims).