CRANFIELD MANAGEMENT DEVELOPMENT LIMITED

OPEN PROGRAMMES

Terms and Conditions

BETWEEN

Cranfield Management Development Limited of Cranfield, Bedfordshire, MK43 0AL (hereinafter called "Cranfield")

AND

The organisation sponsoring the Delegate on the Programme (hereinafter called "the Client")

1. Definitions

1.1 Agreement: shall mean the contract between Cranfield and the Client established by acceptance by the Client of these terms and conditions.

1.2 Background Intellectual Property: shall mean Intellectual Property (as hereinafter defined) or confidential know-how relevant to the Programme which is in the possession of a Party prior to the commencement of the Programme or generated after commencement of the Programme but independent of the Programme.

1.3 Programme: shall mean the executive training Programmes to be provided by Cranfield as set out in a separate document submitted by Cranfield to the Client.

1.4 Client's Personnel: any employee, agent, sub-contractor or representative of the Client.

1.5 Confidential Information:means all information marked as "Confidential" and disclosed by Cranfield to the Client

1.6 Delegate: means the individual who will participate on the Programme

1.7 Intellectual Property: shall mean intellectual property which shall include but not be limited to inventions and discoveries (whether patentable or not) Patents, petty patents and applications thereof, registered designs and applications thereof design rights, registered and unregistered trade marks and service marks, specifications, drawings, plans, maps, trade secrets and Confidential Information, copyright material including computer software and databases, technical know-how, Programme materials and other information arising out of the Programme.

1.8 Parties/Party: the Parties shall mean both Cranfield and the Client, and Party shall mean either Cranfield or the Client.

1.9 Price: shall mean the total amount payable to Cranfield by the Client for undertaking the Programme as specified in the document submitted by Cranfield to the Client or as agreed separately in writing.

1.10 Training Site: Cranfield University, or a named alternative site where the course is to be delivered

2. Standard Programmes

2.1 Cranfield reserves the right;

 i) to improve the specification and format of its Programmes for the benefit of its Client without notice to the Client.

 ii) to alter the timetable, location, classes and delivery format of the Programme

2.2 The Programme will be given at a nominated Training Site as advised to the Client. Should circumstances change Cranfield reserves the right to nominate a reasonable alternative Training Site and will advise the Client of this.

2.3 Cranfield reserves the right to cancel or reschedule any Programme if:

 i) the number of attendees is insufficient to justify running the Programme, or if Cranfield is prevented from doing so by events beyond its reasonable control, including in particular, but not limited to, illness of lecturing staff.

ii) the Client fails to pay for the Programme within fourteen (14) days of the fees becoming due.

2.4 In the event that Cranfield is obliged to cancel or reschedule any Programme Cranfield will notify the Client immediately and will refund in full all monies paid by the Client, or at the Client's option apply the monies to a re-scheduled or alternative Programme. Cranfield accepts no liability for travel, accommodation or incidental costs incurred by the Client in the event that any Programme is cancelled or rescheduled.

3. Programmes at Cranfield or other sites

3.1 All Client property brought onto Cranfield's premises or other sites for the purposes of training shall be at the Client's sole risk and Cranfield will accept no liability whether in contract or tort in respect of any loss of or damage to, the said property from whatsoever cause.

3.2 The Client agrees to ensure that the Client's Personnel will comply with all reasonable instructions given by Cranfield staff, whether orally or in writing, concerning use of Cranfield premises or other sites, and in particular those instructions relating to security, health and safety.

4. Payment

4.1 The Client will pay each invoice which Cranfield shall submit within 30 days of its receipt, or on receipt where the booking is made less than eight weeks before the programme.

4.2 Payment shall be made to Cranfield in full prior to commencement of the Programme. The Client's Delegate(s) will not be permitted to attend the Programme unless payment has been received by Cranfield Management Development Limited to whom cheques should be made payable. Bank details are as follows: -

Cranfield Management Development Limited, 
National Westminster Bank plc, 49 High Street, Woburn Sands, Bedfordshire 
England MK17 8YX


Sort Code: 60-06-56
Account Number: 00218081
IBAN: GB74 NWBK 6006 5600 2180 81
IBAN BIC: NWBKGB2L
VAT Registration Number: GB 168 4854 63

Payment may also be made by Visa, American Express or Mastercard.

4.3 All charges are exclusive of Value Added Tax which will be added at the ruling rate at time of invoice.

5. Cancellation and Termination

5.1. Every effort will be made to avoid cancellation charges. If late cancellation occurs the following sliding scale of charges will operate.

Notice Period

% Booking Fee Charged

43 days or more

0

42-29 days

25

28-15 days

50

14 days or less

100

5.2 This Agreement may be terminated or suspended by mutual consent of the Parties. Any late cancellation charges will apply. Any termination or suspension of the Agreement shall be without prejudice to any rights which may have accrued to either Party prior to such termination or suspension.

5.3 Credit notes will be issued to the Client for any outstanding credit balances after deduction of fees as specified above. Such credit notes must be used within two (2) years from the date of your Programme. In the event that they remain unclaimed after two (2) years Cranfield will gift them to Cranfield University an educational charity. In the event that the Client requests a cash refund, such refund will be subject to an administration fee of £30 (plus VAT).

5.4 Further, either Party may without prejudice to any other rights and remedies in respect of any breach or non-observance of any of the covenants or obligations herein contained by notice in writing to the other Party terminate the Contract forthwith if:-

(i) the other Party shall commit any breach of any of the terms and conditions (including without limitation terms concerning the time for payment of the Agreement price) of this Agreement between them and on its part to be observed or performed provided if such breach is remediable that notice thereof has previously been given and the same has not been remedied within seven days thereafter;

(ii) the other Party shall present a petition or have a petition presented by a creditor for its winding-up or voluntary winding-up or shall enter into any liquidation (other than for the purposes of a bona fide reconstructions or amalgamation);

(iii) the Client or Delegate should behave in a manner prejudicial to Cranfield Management Development Limited or Cranfield University

6. Delegates Obligations

6.1 To act in an honest and courteous manner and comply with all rules and regulations of Cranfield

6.2 To prepare for the Programme and to attend all classes and other activities forming part of the Programme and be prepared for all activities relating thereto.

6.3 To abide by any special conditions relating to the Programme.

6.4 To acknowledge the use of Cranfield material and comply with the terms and conditions of the Copyright, and Patents Act 1988

7. Limitation of Liability

Cranfield's sole liability shall be for direct loss or damage incurred or suffered by the Client or death or injury to any person as a result of wilful default or negligence on the part of Cranfield or its employees, servants or agents in the performance of its obligations under this Agreement and which liability is not otherwise excluded or restricted by this Agreement, but such liability shall in no circumstances exceed the sum of £250,000 in the aggregate in respect of all such losses, save that there shall be no limit of liability in respect of death or injury to any person.

8. Standard of Programme and Warranty

8.1 Cranfield shall undertake the Programme with reasonable skill, care and diligence and shall carry out its responsibilities in accordance with recognised professional and technical standards.

8.2 While Cranfield will use reasonable endeavours to ensure the accuracy and completeness of the Programme and of any information provided or opinions expressed in connection with the Programme, it does not give any express or implied representations and this Agreement does not contain any express or implied terms, warranties or conditions as to:-

(i) the quality or fitness for a particular purpose of the Programme produced or

(ii) the accuracy, sufficiency or completeness of the Programme, information provided or advice given pursuant to, in connection with or as a result of the Programme.

In particular, there are hereby expressly excluded all conditions, warranties and other terms which might otherwise be implied.

9. Intellectual Property

9.1 The copyright and all other intellectual property rights in all Programme materials and the specifications therefore, and whether in standard Programmes, or Programmes developed under the provisions of clause 2, shall remain the sole and exclusive property of Cranfield. The Client undertakes that it will not copy or permit the copying of Programme materials, nor disclose or permit the disclosure or sell or hire the same to third parties, nor use the same for running the Client's own Programmes.

9.2. For the avoidance of doubt nothing in this Agreement shall be construed as affecting the ownership of Background Intellectual Property.

9.3 Cranfield agrees to grant to the Client a non-exclusive royalty free licence to use any Intellectual Property arising from the Programme for the Client?s internal purposes but not for external commercial purposes

9.4 In the event that the Client requires access to Background Intellectual Property owned by Cranfield in order to exploit Intellectual Property arising from the Programme, Cranfield may at its option grant a separate non-exclusive licence to the client on fair and reasonable terms.

10. Confidentiality

10.1 Cranfield will keep confidential any information which Cranfield may obtain during the Programme of performing the Services relating to the Client's business and will not during the Programme of this Agreement or for a period of five (5) years thereafter disclose such information to any other person.

10.2 This obligation of Confidentiality shall not apply to any information:-

(i) in the public domain at the time it was disclosed or which thereafter enters the public domain without breach of the terms of this Agreement,

(ii) already known by Cranfield at the time of disclosure by the Client,

(iii) which becomes known from a source other than the Client without breach of the terms of this Agreement,

(iv) independently developed by an employee of Cranfield to whom no disclosure of any such disclosed information has been made,

(v) disclosed by Cranfield in compliance with a legal requirement of a Government Agency or otherwise where disclosure is required by operation of Law.

11. Non-Assignment

Neither Party may assign, transfer or otherwise dispose of this Agreement in whole or in part or any interest therein without the prior written consent of the other Party.

12. Notice

Any notice which may be required to be given by either Party under this Agreement shall be deemed to have been duly given if left at or sent by recorded delivery post or facsimile transmission (confirming the same by post) to the other Party's last known place of business.

13. Variation, Severability and Non-Waiver

13.1 No variation or modification shall have any effect unless made in writing and signed by a duly authorised representative of each Party.

13.2 The headings contained within these terms and conditions are for convenience only and shall not affect their integration. If any part of the terms and conditions of this Agreement shall be held as unenforceable to any extent, the remainder of the terms and conditions shall nevertheless remain in full force and effect.

13.3 Failure to terminate this Agreement following a breach or other failure to comply shall not be deemed to be a waiver of a Party's defences, rights or causes of action, arising from such or any future breach or non-compliance, nor shall it affect or impair its right to enforce such terms and conditions in any way.

14. Data Protection

The Client accepts that Cranfield is registered as a data controller under the Data Protection Act 1998 and hereby agrees that personal data regarding the Client and Delegates may be stored and processed by Cranfield Management Development Limited and also by Cranfield University for administrative, educational, sales, accounting and any other purpose considered reasonable and within in parameters of the said Act.

Cranfield may write to or email the Client with information about products and services. Client information will not be passed to third parties to use.

15. Survival

The provisions of the following clauses shall remain binding upon each Party after expiry or termination of this Agreement, 7, 9, 10 and 21.

16. Force Majeure

Neither Party will be liable to the other Party for any delay in or failure to perform its obligations (other than payment of money) as a result of any cause beyond its reasonable control, including but not limited to any industrial dispute. If such delay or failure continues for at least 30 days, either Party shall be entitled to terminate this Agreement by notice in writing.

17. Transfers

Clients may transfer their booking up to 43 days before the start of the programme at no extra charge. If the Client wishes to transfer after this, and at any time up to the first day of the programme, the following scale of charges will apply:

Notice Period

% Booking Fee Charged

42 - 29 days

20%

28 - 15 days

35%

14 days or less

50%

Transfers to a course with a higher fee than the original (either a different course, or a future date where the course fee has been increased), will attract the higher fee.

18. English Language

The primary language of the programmes is English, and may include a considerable amount of 'business language'. The programmes are intended to be as interactive as possible and they therefore include much group discussion and syndicate work. All delegates are expected to participate fully in this process, and are therefore required to have sufficient knowledge of both written and spoken English if they are to benefit from the programmes.

19Disability Statement

The University has published a Disability Statement under the terms of the Disability Discrimination Act 1995, which will be of interest to all prospective students who have disabilities. Copies of the statement are available on request.

20. Accommodation

Participants are usually accommodated in the Cranfield Management Development Centre. Most programme fees include full-board accommodation for the duration of the programme; however please check your course details for further information. Any extras such as telephone charges, newspapers, extra meals etc. should be paid for by the delegate on departure. Accommodation can usually be arranged for the night preceding the start date of the programme, at the participant's request (subject to bedroom availability).

21. Law and Jurisdiction

This Agreement shall be subject to English law and the Parties agree to submit to the exclusive jurisdiction of the English courts.

Completion of Cranfield's Booking Form signifies acceptance of this contract.