Terms & Conditions
In these Terms and Conditions:
‘We are Excel` the trading name for James Miller & Associates Ltd
‘Booking Form’ the formal pro-forma document prepared by James Miller & Associates Ltd for the provision of Services to the Client under a contract made pursuant to these Terms
‘Client’ the recipient of the services named in the Booking Form
‘Contract’ each agreement made between the Client and James Miller & Associates Ltd for the provision of Services
‘Course’ a specified training service offered by James Miller & Associates Ltd
‘Delegate’ a person designated by a Client to attend a Course
‘Document(s)’ any documents, papers, plans, drawings, photographs, tables, charts, disks, formulae or other materials or devices capable of storing data
‘Fees’ payments for Courses and/or Services
‘Public Courses’ any Course or Service offered by James Miller & Associates Ltd generally to any suitable Delegate wishing to attend
‘Service(s)’ the Course or other agreed service(s) to be provided to the Client by James Miller & Associates Ltd
‘Terms’ these general terms and conditions
Note: in these definitions and throughout the Terms the singular includes the plural and vice versa.
These Terms shall apply to and be incorporated into each Contract; and shall apply to all work carried out by James Miller & Associates Ltd for the Client in accordance with any Booking Form signed by or authorised by a representative of the Client.
These Terms prevail over any inconsistent terms or conditions in, or referred to in, any request for services, confirmation of order, application or any other document not approved in writing by James Miller & Associates Ltd and/or implied by law, trade custom, practice or course of dealing.
Any variations to a Contract or these Terms shall be in writing and signed by or on behalf of both parties. No employee or agent of James Miller & Associates Ltd shall have any authority to make any verbal statement or representation purporting to make any effect on a Contract or amend or add any terms to a Contract or these Terms. The Client confirms that it did not rely on any statement, assurance, promise or representation made by James Miller & Associates Ltd or its employees or agents that is not expressly set out in these Terms or in the Booking Form relevant to such Contract.
If any provisions of these Terms or a Contract shall be found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal the other provisions shall remain in force. Any such provision shall apply with whatever reasonable modification necessary to give effect to the commercial intention of the parties.
The Client may not, without the written consent of James Miller & Associates Ltd assign, transfer, charge or deal in any manner with any right or obligation under a Contract.
Nothing in these Terms or in a Contract shall or is intended to operate to create a partnership between the parties or to authorise either party to act as agent for the other and neither party shall have the authority to act on behalf of the other or otherwise bind the other in any way.
Each Contract is made for the benefit of the parties to it and is not intended to benefit or be enforceable by anyone else. A person who is not a party to a Contract shall have no right under the Contracts (Rights of Third Parties) Act 1999 but this condition does not affect any right or remedy of any person which exists or is available otherwise than pursuant to the said Act.
Course Bookings & Joining Instructions
Provisional Course bookings or enquiries for Services may be made by phone, fax or via the James Miller & Associates Ltd website (www.weareexcel.co.uk) such bookings and enquiries shall be deemed offers from Clients to enter into a Contract with James Miller & Associates Ltd. James Miller & Associates Ltd shall acknowledge Client offer communications (or ask for clarification by telephone or e-mail) but such acknowledgement does not constitute an acceptance of the booking. A Booking Form will be generated by James Miller & Associates Ltd and faxed or e-mailed to the Client for signature (and the supply of purchase order number(s) if required) and return.
Course joining instructions and any preliminary Course Documentation will be sent to the Client’s named contact, as set out on the Booking Form. It is the Client’s responsibility to ensure that all such instructions and Documentation are forwarded to ALL Course participants.
The Contract between the Client and James Miller & Associates Ltd shall be made on these Terms and shall be effective as from the date of delivery of any Course instructions or Documentation or upon the Services commencing, whichever is the earlier date. The Clients standard terms and conditions, whether or not brought to the attention of James Miller & Associates Ltd shall not apply to or govern a Contract.
James Miller & Associates Ltd shall use its reasonable endeavours to manage and complete the Course provision and supply the Services under each Contract and in all material respects carry out the Services in accordance with any written specification or criteria referred to or incorporated into the Booking Form relevant to the Contract.
James Miller & Associates Ltd publishes from time to time specifications for Courses and standardised Services and shall use reasonable endeavours to maintain and deliver the Courses and Services in a skilled and workmanlike manner and to the criteria set out therein. James Miller & Associates Ltd shall, in the event of the unavailability of any particular Course or Service supplier, use reasonable endeavours to provide suitable alternative personnel to provide the Course or Services, but cannot be held liable for its failure so to do.
James Miller & Associates Ltd shall make every effort to run all agreed and/or advertised Courses but reserves the right to cancel, curtail or re-schedule any Courses or events without notice to the Client and without liability to the Client, in such circumstances. James Miller & Associates Ltd shall make reasonable endeavours to re-schedule cancelled Courses as promptly as possible.
James Miller & Associates Ltd also reserves the right to make minor variations to the content and duration of any Course at any time.
James Miller & Associates Ltd shall keep in strict confidence all personal information relating to Clients or Delegates and shall restrict such information to such of its employees or agents as need to know for the purpose of discharging its obligations under the Contract. James Miller & Associates Ltd undertakes that it shall process any personal data supplied by Clients (as defined under the Data Protection Act 1998) solely for the purposes of the relevant Contract and for no other purpose.
It is the Client’s responsibility to ensure that the Course is suitable for their requirements.
All Delegates should have read and understood the Course outline and meet the stated skills or experience prerequisites set out in the Course or Services information or on the Booking Form. Delegates who do not meet the specific prerequisites for any particular Course may be asked to leave by the training provider. James Miller & Associates Ltd urges Clients to support this policy, which is designed to protect the Client’s investment and ensure the remaining Delegates obtain the optimum outcome from the supply of the Services.
Delegate substitutions may be made prior to the start of the Course or Services provision without penalty, providing that the replacement delegate is suitable (see “Delegate suitability” above).
Course Descriptions and Course Changes
James Miller & Associates Ltd’s brochures, catalogues, leaflets or other communications including but not limited to particulars published on its website, with the exception of these Terms, are not binding and reasonable variations may be made to the Courses and Services without notice, and the Course or Services so varied shall be accepted by the Client as complying with the Contract.
James Miller & Associates Ltd reserves the right to provide any Course or other Services at a venue or venues of its choice and shall provide training personnel of its own choice.
James Miller & Associates Ltd constantly strives to keep the content of its Course directory and Services information up-to-date and therefore reserves the right to modify the specification of a particular Course or Service without notice to the Client. The Course title, duration, Fees, content and location are liable to change at any time without notice, in which case the Client may be charged for any subsequent increase in Course Fees.
Course Manuals and Documents
Course Documentation may vary from the Course description and James Miller & Associates Ltd shall not be held liable for any immaterial or minor differences between a Course description and Course Documentation.
All intellectual property rights (including but not limited to copyright and all similar rights worldwide) and all other proprietary rights in the Documentation supplied by James Miller & Associates Ltd under a Contract, either for the purposes of a Course or as a result of the provision of Services shall be owned by James Miller & Associates Ltd (or its licensors). James Miller & Associates Ltd hereby licences the Client (and the Delegates attending the relevant Course) free of charge and on a non-exclusive basis to such extend as may be necessary to enable the Client (or its delegate) to utilise the Documents as reasonably necessary for the personal or internal business purposes of the Client.
No part of the Documentation supplied by James Miller & Associates Ltd as part of a Course or as a result of its Services may be reproduced, stored in a retrieval system, or transmitted in any form, or by any means, electronic, mechanical, photocopying, or otherwise, without the express written prior permission of the copyright owner.
Engaging with James Miller & Associates Ltd Trainers
The Client shall not, without the prior written consent of James Miller & Associates Ltd, at any time from the date of the first Contract entered into between the parties to a date 12 months from completion of all Courses or Services supplied to the Client under these Terms, either directly or indirectly solicit the services of or entice away from James Miller & Associates Ltd, or employ or otherwise enter into any arrangement with any person, partnership or company, introduced to them by James Miller & Associates Ltd, for the purposes of providing training or other services similar to those Courses or Services generally provided by James Miller & Associates Ltd. The Client agrees that damages may not be an adequate or appropriate remedy for such breach and James Miller & Associates Ltd reserves the right to seek injunctive or other equitable relief in these circumstances.
Payment Terms, Fees & Additional Costs
Course and Services Fees shall be set out in the relevant Booking Form. Such notification of Fees shall take precedence over any notice given in marketing or publicity materials or on the website of James Miller & Associates Ltd.
Unless a prior agreement has been made, Course and Service Fees are required to be paid prior to commencement of the Course or delivery of the Services or within 30 days of invoice date, whichever date comes first. Fees for Public Courses will always be due for immediate payment on delivery of invoice. James Miller & Associates Ltd reserves the right to deliver invoices by electronic means.
Fees paid after commencement of a Course or provision of the Services shall carry a late payment charge of 10% of the original Fee. Thereafter James Miller & Associates Ltd may charge interest on any Fees outstanding from the date of due payment at the rate and in the manner proscribed under the Late Payment of Commercial Debts (Interest) Act 1998. James Miller & Associates Ltd may refuse to commence or suspend all Services until payment has been made in full. Time for payment shall be of the essence in each Contract.
If the Client requests Services or Courses to be provided otherwise than at a location chosen by James Miller & Associates Ltd, then all travel and subsistence expenses incurred shall be paid for by the Client at cost. Any equipment hire, expenses or expenditure set out in the Booking Form or otherwise approved by the Client in writing shall be charged to the Client.
Fees, dates and locations of Public Courses are subject to change without notice.
All Fees are subject to VAT at the then current rate.
Cancellation & Transfer Policy
The Client may cancel or change the date of a Course subject to the following scale of charges to the total Fee value:
More than 10 working days
Transfer Fee 0%
Cancellation fee 0%
Between 6 & 10 working days
Transfer Fee 50%
Cancellation fee 50%
Between 0 & 5 working days
Transfer Fee 100%
Cancellation fee 100%
Cancellation or transfer of a Course must be notified to James Miller & Associates Ltd in writing (includes by e-mail). If a Delegate withdraws from a Course once it has started, or fails to attend, the full amount of the Course Fee shall be payable.
Services at Client or 3rd Party locations
The Client shall advise James Miller & Associates Ltd of any health and safety matters applicable to a Course or Services location requested by the Client and notify James Miller & Associates Ltd of all applicable safety, security and other site rules, practices and procedures.
Warranty and Liability
The Client warrants to James Miller & Associates Ltd that it owns or has obtained the appropriate consents and licenses for any software which James Miller & Associates Ltd’s personnel may be asked to use as part of a Service.
If James Miller & Associates Ltd performance of its obligations under any Contract is prevented or delayed by any act or omission of the Client or by the Client’s agents, sub-contractors, or employees then any dates for Courses set out in a Booking Form and agreed as part of a Contract may be adjusted or reassigned to take into account the delay caused by the said act or omission.
Except as may otherwise be expressly provided in these Terms and/or any applicable Booking Form, all warranties, conditions, terms, undertakings and representations of any kind whatsoever, express or implied, whether by statute, common law or otherwise, are hereby excluded by James Miller & Associates Ltd to the fullest extent permitted by law and James Miller & Associates Ltd shall have no other obligation, duty or liability whatsoever in contract, tort, statute or otherwise to the Client therefor.
The following provisions set out the entire liability of the parties (including any liability for the acts or omissions of its employees or agents) to each other in respect of:
- a) breach of contract, or breach of statute;
- b) any representations or statements, or tortious acts or omissions (including negligence); or
- c) restitution or otherwise, arising under or in connection with a Contract or these Terms:
James Miller & Associates Ltd maximum aggregate liability for any and all losses, claims, demands, damages, costs and/or expenses of any kind whatsoever shall not, in total, exceed the Fees actually paid by the Client to James Miller & Associates Ltd for the Course or Services which are the subject of the Contract under which the claim arises.
Without prejudice to the generality of the foregoing, James Miller & Associates Ltd shall not be liable to the Client for loss of profits and/or in respect of any incidental, consequential, special or indirect loss or damage in connection with any Contract and/or these Terms, including but not limited to: loss of use; loss of goodwill; loss of data; loss of information; loss of business; loss of opportunity; loss of anticipated savings; loss of revenue; and/or business downtime.
For the avoidance of doubt, nothing in these Terms and/or any Contract shall restrict and/or exclude in any way either parties liability for death or personal injury resulting from its negligence or that of its officers, agents and/or employees; and/or for fraud or fraudulent misrepresentation or for any other liability which cannot be excluded or limited under applicable law.
The Client shall be liable for any loss, damage or injury to any person employed or engaged by James Miller & Associates Ltd for the provision of Courses or Services, and their property, whilst such person is on the Client’s premises.
James Miller & Associates Ltd accepts no liability for the failure of any third party hardware, software and/or systems which may be the subject of any James Miller & Associates Ltd Services: this includes failure to meet its operating specification and/or its ability to process date-specific data.
Without prejudice to any other rights of the parties either may terminate a Contract without liability to the other if:
- a) the other party commits a material breach of that Contract and (if such a breach is remediable) fails to remedy that breach within 5 working days of that party being notified in writing of that breach; or
- b) an order is made or a resolution is passed for the winding up of the other party, or circumstances arise which entitle a court of competent jurisdiction to make a winding up order of the other party; or
- c) an order is made for the appointment of an administrator to manage the affairs of the other party or notice of intention to appoint an administrator is given; or
- d) a receiver is appointed over any part of the other party’s assets or undertaking; or
- e) the other party makes any arrangement or applies to arrange for the composition of its creditors or becomes bankrupt; or
- f) the other party suffers or takes any similar or analogous action in any jurisdiction as the consequence of debt; or
- g) the other party ceases or threatens to cease to trade.
Termination of a Contract shall not affect or prejudice any other Contract in existence or still to be performed nor shall it affect the accrued rights of the parties as at termination or the continuation of any Contract or provision of these Terms expressly stated or clearly intended to survive such termination.
James Miller & Associates Ltd shall have no liability to the Client under Contract if it is prevented from or delayed in performing its obligations under a Contract by acts or events outside its reasonable control (such as but not limited to strike, lock-out, industrial dispute, failure of a utility supplier, transport network, Act of God, war, civil commotion, rebellion, terrorist act, malicious damage or interference with equipment; compliance with any law or government order, rule, regulation, direction of the police or military personnel, breakdown of plant , machinery, or vehicles, fire, flood, storm, or default of suppliers or agents.
Governing Law and Jurisdiction
Each Contract and any disputes or claims arising out of or in connection with it or its subject matter or formation (including these Terms) is governed by and construed in accordance with the laws of England. The parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with a Contract or these Terms.
Terms and Conditions of Website Usage
The term “James Miller & Associates Ltd” or “us” or “we” refers to the owner of the website whose registered office is 1 Halton Close, Park Street, St Albans, Hertfordshire, AL2 2GZ. Our company registration number is 3104341, registered in England and Wales. The term “you” refers to the user or viewer of our website.
The content of the pages of this website is for your general information and use only. It is subject to change without notice.
Neither we nor any third parties provide any warranty or guarantee as to the accuracy, timeliness, performance, completeness or suitability of the information and materials found or offered on this website for any particular purpose. You acknowledge that such information and materials may contain inaccuracies or errors and we expressly exclude liability for any such inaccuracies or errors to the fullest extent permitted by law.
Your use of any information or materials on this website is entirely at your own risk, for which we shall not be liable. It shall be your own responsibility to ensure that any products, services or information available through this website meet your specific requirements.
This website contains material which is owned by or licensed to us. This material includes, but is not limited to, the design, layout, look, appearance and graphics. Reproduction is prohibited other than in accordance with the copyright notice, which forms part of these terms and conditions.
All trademarks reproduced in this website, which are not the property of, or licensed to the operator, are acknowledged on the website.
Unauthorised use of this website may give to a claim for damages and/or be a criminal offence.
From time to time this website may also include links to other websites. These links are provided for your convenience to provide further information. They do not signify that we endorse the website(s). We have no responsibility for the content of the linked website(s).
You may not create a link to this website from another website or document without James Miller and Associates Ltd’s prior written consent.
Your use of this website and any dispute arising out of such use of the website is subject to the laws of England and Wales.