TC “1. Interpretation” l 1Interpretation
The following definitions and rules of interpretation apply in these Conditions.
Booking: the Customer’s Booking for the Services as set out in the Workshop Particulars.
Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Charges: the charges payable by the Customer for the supply of the Services in accordance with clause REF a1016456 h w n * MERGEFORMAT 5 (Charges and payment).
Commencement Date: has the meaning given in clause REF a883113 h w n * MERGEFORMAT 2.2.
Conditions: these terms and conditions as amended from time to time in accordance with clause REF a394601 h w n * MERGEFORMAT 11.5.
Contract: the contract between Fraud Prevention First and the Customer for the supply of Services in accordance with these Conditions.
Controller, processor, data subject, personal data, personal data breach, processing and appropriate technical measures: as defined in the Data Protection Legislation.
Customer: the person or firm who purchases Services from Fraud Prevention First.
Customer Default: has the meaning set out in clause REF a531297 h w n * MERGEFORMAT 4.2.
Data Protection Legislation: the UK Data Protection Legislation and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications.
Deliverables: any certification or document produced by Fraud Prevention First for the Customer as part of the delivery of the Services.
Fraud Prevention First: shall mean Virtue Group EEA Limited (with company number 08310633 and whose registered address is at Abacus House, 129 North Hill, Plymouth, Devon, England, PL4 8JY) trading as “Fraud Prevention First”.
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Participants: all employees, agents and subcontractors engaged by the Client to receive the Services provided by Fraud Prevention First
Services: the card payment fraud consultancy services, including the Deliverables, supplied by Fraud Prevention First to the Customer as set out in the Workshop Particulars.
Workshop Particulars: the description of the Services provided by Fraud Prevention First to the Customer.
Supplier Materials: has the meaning set out in clause REF a185449 h w * MERGEFORMAT 4.1(i).
UK Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.
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.
Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
A reference to writing or written includes email.
Basis of contract
The Booking constitutes an offer by the Customer to purchase Services in accordance with these Conditions.
The Booking shall only be deemed to be accepted when Fraud Prevention First issues written acceptance of the Booking at which point and on which date the Contract shall come into existence (Commencement Date).
Any samples, drawings, descriptive matter or advertising issued by Fraud Prevention First, and any descriptions or illustrations contained in Fraud Prevention First’s catalogues or brochures (including on the Website), are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.
These Conditions apply to the Contract 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.
Any quotation given by Fraud Prevention First shall not constitute an offer, and is only valid for a period of 20 Business Days from its date of issue.
Supply of Services
Fraud Prevention First shall supply the Services to the Customer in accordance with the Workshop Particulars in all material respects.
Fraud Prevention First shall use all reasonable endeavours to meet any performance dates specified in Workshop Particulars, but any such dates shall be estimates only and Fraud Prevention First reserves the right to, acting reasonably, reschedule any dates for performance provided reasonable notice has been provided to the Customer.
Fraud Prevention First reserves the right to amend the Workshop Particulars 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 Services, and Fraud Prevention First shall notify the Customer in any such event.
Fraud Prevention First warrants to the Customer that the Services will be provided using reasonable care and skill. Notwithstanding the warranty set out in this clause REF _Ref23343022 r h 3.4, the Customer accepts and acknowledges that the provision of the Services by Fraud Prevention First does not guarantee, in any way whatsoever, the protection of the Customer from fraud as defined under the Fraud Act 2006 (or any other applicable law) and the Customer hereby accepts all liability for such risk that a prudent and reasonable supplier of card payment services would insure against in its normal course of business.
The Customer warrants to Fraud Prevention First that all Participants receiving the Services provided by Fraud Prevention First are vetted by the Disclosure and Barring Service and that all certification provided is no less than 3 months old. Any fraudulent act or omission of the Participants discovered by Fraud Prevention First, save for those acts or omissions conducted in the course of providing the Services for educational purposes, shall be reported to the relevant authority and Fraud Prevention First shall accept no liability whatsoever for those acts or omissions, whether perpetrated on the Customer or a third party.
The Customer shall indemnify Fraud Prevention First against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by Fraud Prevention First arising out of or in connection with any fraudulent act or omission of the Customer or the Participants.
The Customer shall:
ensure that the terms of the Booking and any information it provides in the Workshop Particulars are complete and accurate;
co-operate with Fraud Prevention First in all matters relating to the Services;
ensure that the Participants are vetted in accordance with clause REF _Ref24622729 r h 3.5 and be responsible for the Participants in every respect, including the provision of transport to and from workshops and sustenance;
provide Fraud Prevention First, its employees, agents, consultants and subcontractors, with access to the Customer’s premises, office accommodation and other facilities as reasonably required by Fraud Prevention First;
provide Fraud Prevention First with such information and materials as Fraud Prevention First may reasonably require in the Booking to supply the Services, and ensure that such information is complete and accurate in all material respects;
prepare the Customer’s premises for the supply of the Services;
obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;
comply with all applicable laws, including health and safety laws;
keep all materials, equipment, documents and other property of Fraud Prevention First (Fraud Prevention First’s Materials) at the Customer’s premises in safe custody at its own risk, maintain Fraud Prevention First’s Materials in good condition until returned to Fraud Prevention First, and not dispose of or use Fraud Prevention First’s Materials other than in accordance with Fraud Prevention First’s written instructions or authorisation; and
comply with any additional obligations as set out in the Workshop Particulars.
If Fraud Prevention First’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):
without limiting or affecting any other right or remedy available to it, Fraud Prevention First shall have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays Fraud Prevention First’s performance of any of its obligations;
Fraud Prevention First shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from Fraud Prevention First’s failure or delay to perform any of its obligations as set out in this clause REF a531297 h w n * MERGEFORMAT 4.2.
Charges and payment
The Charges for the Services shall be calculated on a fixed cost per ticket basis as set out in Fraud Prevention First’s current price list at the date of the Contract displayed on the Website or as amended on the Booking. Once tickets for the Services have been purchased by the Customer, no refunds will be issued, save in exceptional circumstances and at the sole discretion of Fraud Prevention First. Fraud Prevention First reserves the right to offer alternative dates for provision of the Services on reasonable notice to the Customer.
Intellectual property rights
All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by the Customer) shall be owned by Fraud Prevention First.
Fraud Prevention First grants to the Customer, or shall procure the direct grant to the Customer, a non-exclusive licence to use the Intellectual Property Rights for the purpose of receiving and using the Services and the Deliverables in its business only, such licence to expire on the first anniversary of completion of the Services. All Intellectual Property Rights in the Services and Deliverables shall be deemed confidential and subject to clause REF a879620 r h 11.3.
The Customer shall not sub-license, assign or otherwise transfer the rights granted in clause REF a862422 h w n * MERGEFORMAT 6.2.
The Customer grants Fraud Prevention First a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by the Customer to Fraud Prevention First for the term of the Contract for the purpose of providing the Services to the Customer.
Data protection MACROBUTTON optional
Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause REF a364240 h w n * MERGEFORMAT 7 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation. In this clause REF a364240 h w n * MERGEFORMAT 7, Applicable Laws means (for so long as and to the extent that they apply to Fraud Prevention First) the law of the European Union, the law of any member state of the European Union and/or Domestic UK Law; and Domestic UK Law means the Data Protection Legislation from time to time in force in the UK and any other law that applies in the UK.
The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the controller and Fraud Prevention First is the processor.
Without prejudice to the generality of clause REF a1045273 h w n * MERGEFORMAT 7.1, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to Fraud Prevention First for the duration and purposes of the Contract.
Without prejudice to the generality of clause REF a1045273 h w n * MERGEFORMAT 7.1, Fraud Prevention First shall, in relation to any personal data processed in connection with the performance by Fraud Prevention First of its obligations under the Contract: MACROBUTTON optional
process that personal data only on the documented written instructions of the Customer unless Fraud Prevention First is required by Applicable Laws to otherwise process that personal data. Where Fraud Prevention First is relying on laws of a member of the European Union or European Union law as the basis for processing Personal Data, Fraud Prevention First shall promptly notify the Customer of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit Fraud Prevention First from so notifying the Customer;
ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Customer, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
ensure that all personnel who have access to and/or process personal data are obliged to keep the personal data confidential; and
not transfer any personal data outside of the European Economic Area unless the prior written consent of the Customer has been obtained and the following conditions are fulfilled:
the Customer or Fraud Prevention First has provided appropriate safeguards in relation to the transfer;
the data subject has enforceable rights and effective legal remedies;
Fraud Prevention First complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and
Fraud Prevention First complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the personal data;
assist the Customer, at the Customer’s cost, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
notify the Customer without undue delay on becoming aware of a personal data breach;
at the written direction of the Customer, delete or return personal data and copies thereof to the Customer on termination of the agreement unless required by Applicable Law to store the personal data; and
maintain complete and accurate records and information to demonstrate its compliance with this clause REF a364240 h w n * MERGEFORMAT 7 and immediately inform the Customer if, in the opinion of Fraud Prevention First, an instruction infringes the Data Protection Legislation.
Either party may, at any time on not less than 30 days’ notice, revise this clause REF a364240 h w n * MERGEFORMAT 7 by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when replaced by attachment to the Contract).
Limitation of liability: THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.
Nothing in these Terms limits any liability which cannot legally be limited, including liability for:
death or personal injury caused by negligence; and
fraud or fraudulent misrepresentation.
Subject to clause REF a263394 h w n * MERGEFORMAT 8.1, Fraud Prevention First’s total liability to the Customer shall not exceed the total value of the Charges paid in the preceding 12 months from the date that liability arose. Fraud Prevention First’s total liability includes liability in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with these Terms, and the following types of loss are wholly excluded:
Loss of profits
Loss of sales or business.
Loss of agreements or contracts.
Loss of anticipated savings.
Loss of use or corruption of software, data or information.
Loss of or damage to goodwill.
Indirect or consequential loss.
8.3. Whilst Fraud Prevention First shall take all reasonable efforts to ensure persons engaged to supply the Services undertake their duties with reasonable care and skill in accordance with these Terms, Fraud Prevention First does not in any way guarantee that those persons so engaged shall perform their duties to that standard and Fraud Prevention First shall not accept liability for any loss, expense, damage or delay arising from the negligence, dishonesty, misconduct or lack of skill of any such individual.
Without affecting any other right or remedy available to it, either party may terminate the Contract by giving the other party 1 months’ written notice. Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 7 days of that party being notified in writing to do so;
the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by Booking of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business;
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
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 Contract has been placed in jeopardy.
Without affecting any other right or remedy available to it, Fraud Prevention First may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.
Consequences of termination
Termination or expiry of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.
Force majeure. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.
Assignment and other dealings.
Fraud Prevention First may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.
The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of Fraud Prevention First.
Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause REF a906799 h w * MERGEFORMAT 11.3(b).
Each party may disclose the other party’s confidential information:
to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause REF a879620 h w n * MERGEFORMAT 11.3; and
as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.
The Contract constitutes 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.
Each party acknowledges that in entering into the Contract 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 Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or sent by email to the address specified in the Workshop Particulars.
Any notice or communication shall be deemed to have been received:
if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; and
if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the Business Day after posting or at the time recorded by the delivery service; and
if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause REF a719290 h w * MERGEFORMAT 11.8(b)(iii), business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.
Third party rights.
Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.
Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the law of England and Wales.
Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.