1. GENERAL 1.1 These terms and conditions (T&Cs) together with the Training Services (together “the Agreement”) form the entire agreement between Pinnacle and the Client and shall not be removed or varied in any way except as agreed in writing and signed on behalf of Pinnacle. 1.2 By booking Training Services online, the Client accepts and acknowledges these T&Cs and the Agreement as a whole and enters into a contract with Pinnacle PR Ltd to purchase the Training Services. 1.3 These T&Cs supersede any other T&Cs referred to, offered or relied upon at any stage in dealings between the Client and Pinnacle PR. 2. CANCELLATION AND AMENDMENT 2.1 If the Client wishes to cancel the Training, the Client must inform Pinnacle in writing and pay a fee as follows depending on the length of notice given before Training is due to start: 26 UK working days or more – £150 administration charge 11-25 UK working days – a fee equal to 50% of the Charges 10 UK working days or less – a fee equal to 100% of the Charges. 2.2 A substitute Delegate(s) may be provided at no cost. 2.3 Pinnacle may cancel the Agreement without further liability at any time before Training starts by giving written notice to the Client. 2.4 Pinnacle may change a Trainer, training location and/or training content without notice. 3. DELEGATES 3.1 Delegates shall act reasonably throughout the training. Pinnacle PR may remove a Delegate from a course, where, in the opinion of the Trainer, which shall be final, the Delegate is behaving unreasonably. 4. CHARGES AND PAYMENT 4.1 The Charges shall be payable before the start of Training. 4.2 The Client shall be responsible for any losses or extra expense incurred by Pinnacle PR should the price of the Training Services and/or Training Materials be increased by reason of any delay, failure, variation, interruption or suspension arising from any act or omission by the Client, its employees, agents or sub-contractors to comply with any of the Client’s obligations under the Agreement. 4.3 The Client shall pay the Charges without deduction or set-off. 4.4 Sums due under this Agreement are exclusive of VAT which shall be payable by the Client. 4.5 In the event the Client fails to make payment in accordance with this Agreement, Pinnacle may: 4.5.1 charge interest at a rate of 4% above the base rate of the Bank of England from the due date until the date of payment; and/or 4.5.2 by notice in writing suspend supply of the Training Services. 6. ADVERTISING 6.1 Pinnacle may make reference to the Agreement within any proposal to further Clients, provided only fundamental facts are divulged and not proprietary and confidential information. 6.2 Pinnacle may store the names of the Delegates for the purpose of advising them of the availability of further courses in the future. 7. CONFIDENTIALITY 7.1 The parties shall treat as and keep confidential all information whether of a technical, commercial or any other nature relating to the other party and shall not, during the period of this Agreement, or at any time after its termination, divulge any such information to any person not authorised by the divulging party to receive it and shall not utilise any secret or confidential knowledge or information acquired in connection with this Agreement to the detriment or prejudice of the other party or use the same for any purposes save for the purposes of this Agreement. 8. INTELLECTUAL PROPERTY 8.1 Except as set out in the Proposal or otherwise expressly agreed by the parties in writing, the Client acknowledges that Pinnacle is the sole owner of any and all Intellectual Property Rights in the Training Materials supplied under the Agreement and the Client shall execute any document necessary for Pinnacle to obtain, maintain and protect such rights. 8.2 The Client may use the Training Materials for its own internal reference, but may not distribute or disseminate the Training Materials to third parties who are not employees of the Client and accepts full responsibility for its use and interpretation of the Training Materials which are supplied without any guarantees, conditions or warranties. 9. WARRANTY 9.1 The Client warrants, represents and undertakes to Pinnacle that: 9.1.1 it and its employees, sub-contractors and agents shall comply with any requirements of Pinnacle where Training Services are to be provided at Pinnacle PR’s or any other designated premises; 9.1.2 it has and will during the Agreement retain the right, interest, title, power and authority to enter into and perform all of its obligations under the Agreement and it has not and will not commit any act or enter into any contract, agreement or understanding with any third party which is inconsistent or in conflict with its obligations under the Agreement; and 10. HEALTH AND SAFETY The parties shall comply with all applicable health and safety legislation and codes of practice. 11. INDEMNITY The Client shall indemnify Pinnacle against any and all actions, costs, claims, damages, losses or demands made by third parties (including legal expenses and any compensation, costs or disbursements incurred by or paid to compromise or settle any action or claim) including, without limitation, all loss of profits, revenue, contracts and loss arising from loss or corruption of data which Pinnacle may suffer and howsoever arising from any breach by the Client, its employees or agents of any of the obligations under the Agreement or arising out of the use or exploitation of any Training Materials supplied and/or any act or omission by the Client, its employees or agents as a result of the Training Services except where the claim is due to the act or omission of Pinnacle. 12. TERMINATION 12.1 Either party may terminate this Agreement in accordance with any terms set out in the Proposal or otherwise immediately by written notice: 12.1.1 if the other party fails to remedy a material breach of this Agreement within 30 days of written notice identifying the breach and notifying of an intention to terminate; and/or 12.1.2 if the other party makes any voluntary arrangement with its creditors or enters into administration (whether or not pursuant to a court order) or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation or is deemed under Section 123 of the Insolvency Act 1986 to be unable to pay its debts or is dissolved; and/or 12.1.3 if an encumbrancer takes possession, or a receiver or administrative receiver is appointed, of any of the property or assets of the other party; and/or 12.1.4 the other party threatens to cease to carry on business. 13. ASSIGNMENT This Agreement is personal to the Client and may not be assigned by the Client in whole or in part. 14. FORCE MAJEURE Neither party shall be responsible for any failure or delay in performance of its obligations under this Agreement (other than the obligation to make payments of money) due to any force majeure event including, Act of God, refusal of licence (other than as a result of any act or omission of Insight) or other Government act, fire explosion, embargo, terrorism, civil disturbance, accident, epidemics, lightning damage, electromagnetic interference, radio interference, strikes, industrial dispute, or any other cause beyond its reasonable control. 15. NON-SOLICITATION The Client shall not during the term of this Agreement and for 6 months thereafter, entice or solicit for employment with it or any other entity any Trainer who has been engaged to provide the Training Services. 16. NOTICES Any notice required to be given pursuant to the Agreement shall be given in writing and sent either by hand or by first class prepaid post to the other party at the address set out in the Proposal or at such address as may be notified from time to time by the parties. 17. NO PARTNERSHIP Nothing in the Agreement shall be deemed to create a partnership or joint venture between the parties. 18. THIRD PARTIES Third parties have no rights under the Contracts (Rights of Third Parties) Act 1999 or any amendment to or re-enactment of it to enforce any provision of this Agreement. 19. LAW This Agreement shall be construed in accordance with English law and the English courts shall have exclusive jurisdiction. 20. MEANINGS 20.1The following terms shall have the following meanings: • “Training Services” and “Training” mean the training services identified by the Client at the time of booking. • “Charges” means the charges for the Training Services. • “Client” means the organisation booking the Training Services. • “Delegates” means the Client’s staff who are to receive the Training Services. • “Intellectual Property Rights” means any and all vested, present, contingent and future copyrights, patents, inventions, know-how, utility models, trade marks, rights in designs, database rights, goodwill, rights of publicity or privacy, rights in software code, in each case whether registered or unregistered or the subject of a pending application for registration, all legal rights protecting the confidentiality of any information or materials in relation to all media and all other rights of a similar nature anywhere in the world together with all renewals, revivals and extensions of them and rights of action in respect of them however arising and the right to sue for past infringements, and the right to apply for, prosecute and obtain patent, design right, trade mark and other protection throughout the world or any invention claimed in any patent or patent application, including the right to claim priority. • “Pinnacle” means Pinnacle PR Ltd. • “Trainer” means the person delivering the Training Services. • “Training Materials” means without limitation any and all training materials, documents, work, artwork, design and any materials conceived, created, devised, developed and/or produced as a result of the performance by Pinnacle PR of the Training Services commissioned or which Pinnacle PR, its employees, sub-contractors and agents create, develop, produce and supply to the Client under the Agreement.