Our Terms and Conditions

1. These terms

1.1What these terms cover.

These are the terms and conditions on which we supply and deliver training and development, consultancy, digital content and online services to you (including 360-degree feedback and related services provided through my360goals), whether these are attendance services, digital content or subscription/online services (Services).

2. Information about us and how to contact us

3. Our contract with you

4. Your rights to make changes

If you wish to make a change to the Services you have ordered please contact us. We will let you know if the change is possible. If it is possible, we will let you know about any changes to the price of the Services, the timing of supply or anything else which would be necessary as a result of your requested change and ask you to confirm whether you wish to go ahead with the change. If we cannot make the change or the consequences of making the change are unacceptable to you, you may want to end the contract (see clause 8 – Your rights to end the contract).

5. Our rights to make changes

6. Providing the Services

When we will provide the Services.

7. Reasons we may suspend the supply of Services to you. We may have to suspend the supply of a Service to:

8. Your rights to end the contract

9. Ending the contract because of something we have done or are going to do.

If you are ending a contract for a reason set out at (a) to (e) below the contract will end immediately and we will refund you in full for any services which have not been provided. The reasons are:

1. we have told you about an upcoming material change to the service or these terms which you do not agree to (see clause 2);
2. we have told you about a material error in the price or description of the service you have ordered and you do not wish to proceed;
3. there is a risk that supply of the services may be significantly delayed because of events outside our control;
4. we have postponed the services for technical reasons, or notify you we are going to postpone them for technical reasons, in each case for a period of more than 30 days; or
5. you have a legal right to end the contract because of something we have done wrong.

10. Exercising your right to change your mind (Consumer Contracts Regulations 2013).

For most products bought online you have a legal right to change your mind within 14 days and receive a refund. These rights, under the Consumer Contracts Regulations 2013, are explained in more detail in these terms.

11. Our goodwill guarantee.

Please note, these terms reflect the goodwill guarantee offered by LearningCog Ltd. This goodwill guarantee does not affect your legal rights in relation to mis-described services (see clause 2):

12. When you don’t have the right to change your mind. You do not have a right to change your mind in respect of:

• digital products after you have started to download or stream these; and
• services, once these have been completed, even if the cancellation period is still running;

13. How long do I have to change my mind?

How long you have depends on what you have ordered and how it is delivered.

1. If you bought services. You have 14 days after the day we email you to confirm we accept your order, or you can cancel anytime up to 30 days before the services are due to start and receive a full refund or no charge cancellation if you have not yet paid. If you let us know you want to cancel the services within 30 days and before 14 days’ notice before the services are due to start, you will be entitled to a 50% refund of the full fee or, if you have not yet paid will be liable to pay 50% of the full fee. Subject to any right you may have under law, if you cancel the services with less than 14 days’ notice before the services commence you will still have to pay the full fee and you will not be entitled to a refund.
2. If you bought digital content for download or streaming. You have 14 days after the day we email you to confirm we accept your order, or, if earlier, until you start downloading or streaming. If we delivered the digital content to you immediately, and you agreed to this when ordering, you will not have a right to change your mind.

14. How long do I have to change commencement of services?

How long you have depends on what you have ordered and how it is delivered. If you find it necessary to postpone booked date, you agree to compensate the company for the loss of profits and wasted expenses caused by the postponement on the basis that the following figures form a genuine pre-estimate of loss.

1. Postponement. Any request for postponement of dates more than 30 days prior to the agreed service dates will be subject to negotiation of date(s) but will not incur further fees. Any request for postponement of dates less than 30 days prior to the scheduled agreed dates will be subject to negotiation of date(s) and will incur a £250 additional fee.
2. Postponement at time of delivery of services. Should you need to postpone within a 24 hour period of the delivery of services you will be responsible for 50% of the agreed fee along with any expenses incurred at that point.
3. Cancellation after postponement. Any cancellation of services after an original postponement request will be subject to cancellation terms and conditions (see clause 13). This cancellation with be subject to originally booked dates and not agreed postponed dates.

15. Ending the contract where we are not at fault and there is no right to change your mind.

Even if we are not at fault and you do not have a right to change your mind (see clause 1), you can still end the contract before it is completed. A contract for digital content is completed when the service is delivered, downloaded or streamed and paid for. A contract for services is completed when we have finished providing the services and you have paid for them. If you want to end the contract in these circumstances, just contact us to let us know. The contract will not end until 1 calendar month after the day on which you contact us. We will refund any advance payment you have made for services which will not be provided to you. For example, if you tell us you want to end the contract on 4 February, we will continue to supply the product until 3 March. We will only charge you for supplying the product up to 3 March and will refund any sums you have paid in advance for the supply of the product after 3 March.

16. How to end the contract with us (including if you have changed your mind)

Tell us you want to end the contract. To end the contract with us, please let us know by doing one of the following:

1. Email. Email us on info@learningcog.com. Please provide your name, address, details of the order and, where available, your phone number and email address.

17. How we will refund you.

We will refund you by the method you used for payment. However, we may make deductions from the price, as described below.

18. Deductions from refunds if you are exercising your right to change your mind.

If you are exercising your right to change your mind, we may deduct from any refund an amount for the supply of the service for the period for which it was supplied plus any expenses we may have reasonably incurred before you told us you wish to cancel, ending with the time when you told us you had changed your mind. The amount will be in proportion to what has been supplied, in comparison with the full coverage of the contract.

19. When your refund will be made.

If you are exercising your right to change your mind then subject to any other requirement in this contract, your refund will be made within 14 days of your telling us you have changed your mind.

20. Our rights to end the contract.

We may end the contract if you break it. We may end the contract for a service at any time by writing to you if:

1. you do not make any payment to us when it is due, and you still do not make payment within 14 days of us reminding you that payment is due;
2. you do not, within a reasonable time of us asking for it, provide us with information that is necessary for us to provide the services;
3. you do not, within a reasonable time, allow us to provide the services to you; or
4. you do not, within a reasonable time, allow us access to your premises to supply the services.
5. You must compensate us if you break the contract. If we end the contract in the situations set out in clause 1, we will refund any money you have paid in advance for services we have not provided but we may deduct or charge you reasonable compensation for the net costs we will incur as a result of your breaking the contract.

21. We may withdraw the service.

We may write to you to let you know that we are going to stop providing the service. We will let you know at least 48 hours in advance and will refund any sums you have paid in advance for services which will not be provided.

22. If there is a problem with the service.

How to tell us about problems. If you have any questions or complaints about the service, please contact us on (0) 1273 741499 or info@learningcog.com.

23. Summary of your legal rights.

We are under a legal duty to supply services that are in conformity with this contract. See the box below for a summary of your key legal rights in relation to the services. Nothing in these terms will affect your legal rights.

Summary of your key legal rights

This is a summary of your key legal rights. These are subject to certain exceptions. For detailed information please visit the Citizens Advice website www.adviceguide.org.uk or call 03454 04 05 06.

• If your product is digital content, for example, the Consumer Rights Act 2015 says digital content must be as described, fit for purpose and of satisfactory quality:
• If your digital content is faulty, you’re entitled to a repair or a replacement.
• If the fault can’t be fixed, or if it hasn’t been fixed within a reasonable time and without significant inconvenience, you can get some or all of your money back. A reasonable time to fix a fault in digital services is 72 hours.
• If you can show the fault has damaged your device and we haven’t used reasonable care and skill, you may be entitled to a repair or compensation
• If your product is services, for example, the Consumer Rights Act 2015 says:
• You can ask us to repeat or fix a service if it’s not carried out with reasonable care and skill or get some money back if we can’t fix it.
• If you haven’t agreed a price beforehand, what you’re asked to pay must be reasonable.
• If you haven’t agreed a time beforehand, it must be carried out within a reasonable time.
• See also Exercising your right to change your mind (Consumer Contracts Regulations 2013).

24. Price and payment

1. Where to find the price for the product. The price of the product (subject to VAT) will be the price indicated on the pricing pages, or in a quote, when you placed your order. Or, will be the price agreed in written form. We use our best efforts to ensure that the price of the service advised to you is correct. However please see clause 3 for what happens if we discover an error in the price of the product you order.
2. All prices are subject to VAT. If the rate of VAT changes between your order date and the date we supply the service, no extra cost will be incurred.
3. What happens if we got the price wrong. It is always possible that, despite our best efforts, some of the services we sell may be incorrectly priced. We will normally check prices before accepting your order so that, where the service’s correct price at your order date is less than our stated price at your order date, we will charge the lower amount. If the product’s correct price at your order date is higher than the price stated to you, we will contact you for your instructions before we accept your order. If we accept and process your order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may end the contract and refund you any sums you have paid.
4. You can pay by bank transfer with the details from invoices sent. When you must pay depends on what product you are buying:
5. For digital content, you must pay for the products before you download them.
6. For services, you must make payment of 100% of the price of the services, before we start providing them unless we have agreed otherwise with you. If we agree to invoice you for the balance of the price of the services when we have completed them then our payment terms are 14 days from date of invoice, unless otherwise agreed in writing.
7. We can charge interest if you pay late. If you do not make any payment to us by the due date, we may charge interest to you on the overdue amount at the rate of 4% a year above the base lending rate from time to time. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You must pay us interest together with any overdue amount.
8. What to do if you think an invoice is wrong. If you think an invoice is wrong, please contact us within five working days to let us know. You will not have to pay any interest until the dispute is resolved. Once the dispute is resolved we will charge you interest on correctly invoiced sums from the original due date.

25. Our responsibility for loss or damage suffered by you

1. We are responsible to you for foreseeable loss and damage caused by us. If we fail to comply with these terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking this contract or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the contract was made, both we and you knew it might happen.
2. We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors; for fraud or fraudulent misrepresentation; for breach of your legal rights in relation to the services [as summarised at clause 2.
3. When we are liable for damage to your property. If we are providing services in your property, we will make good any damage to your property caused by us while doing so. However, we are not responsible for the cost of repairing any pre-existing faults or damage to your property that we discover while providing the services.
4. If defective digital content which we have supplied damages a device or digital content belonging to you and this is caused by our failure to use reasonable care and skill we will either repair the damage or pay you compensation. However, we will not be liable for damage which you could have avoided by following our advice to apply an update offered to you free of charge or for damage which was caused by you failing to correctly follow installation instructions or to have in place the minimum system requirements advised by us.
5. We are not liable for business losses. If you use the products for any commercial, business or re-sale purpose we will have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
6. How we may use your personal information. We will only use personal information as set out in our Privacy and Cookie Policy, which applies to Services provided by Learning Cog Limited under the Learning Cog and my360goals brands.

26. Public Sector Requirements

1. Application. This clause applies where you are a public authority, public body or other organisation subject to statutory public-sector information, audit or equality obligations, or where the order or written agreement between us states that this clause applies. It supplements the other provisions of these terms.
2. Freedom of Information and Environmental Information. You acknowledge that you may be subject to the Freedom of Information Act 2000 (FOIA), the Environmental Information Regulations 2004 (EIR) or equivalent information-access requirements. We will provide reasonable assistance to enable you to respond to a request relating to the Services, including by providing relevant information that we hold on your behalf within a reasonable period specified by you having regard to applicable statutory deadlines. If we receive a request directly that relates to information held on your behalf, we will refer or transfer it to you without undue delay where appropriate. Where a request may require disclosure of information supplied by us that is confidential, commercially sensitive, proprietary, security-sensitive or otherwise materially affects our interests, you will, so far as permitted by law and reasonably practicable, notify us promptly and give us a reasonable opportunity to make representations before disclosure. You will take those representations into account, including any applicable exemption or exception, but you remain responsible for deciding whether information must be disclosed and nothing in these terms prevents you from complying with your statutory duties. Marking information as confidential does not of itself make that information exempt from disclosure.
3. Records management. We will maintain adequate and accurate records relating to our performance of the Services for so long as reasonably required by the contract, applicable law and our documented retention requirements. Where we hold records or information on your behalf, we will manage them in accordance with the agreed contractual arrangements and any reasonable, proportionate records-management or retention requirements notified to us in writing that are applicable to the Services. We will provide reasonable cooperation to support your obligations under the section 46 Code of Practice on records management where it applies. On termination or expiry, information held on your behalf will be returned, retained or securely deleted in accordance with the contract, our data-processing arrangements and applicable law. Our own internal business records, intellectual property and information held solely for our own purposes remain our records unless otherwise agreed in writing.
4. Audit rights. On reasonable written notice, you may request information reasonably necessary to verify our compliance with material obligations under the contract that are relevant to the Services. Where an on-site or more detailed audit is reasonably necessary, it will normally take place during business hours, be limited to the relevant Services and records, and (unless required by law, a regulator, a material security incident or a reasonably suspected material breach) occur no more than once in any 12-month period. Audits must be conducted so as to minimise disruption and must not require access to another customer’s confidential information, legally privileged material, or systems or security information where disclosure would create an unreasonable security risk. Where appropriate, we may satisfy an audit request by providing independent assurance reports, certifications or other reasonable evidence instead of direct access. You will bear your own audit costs unless the audit identifies a material breach by us, in which case reasonable and proportionate audit costs may be recoverable to the extent agreed or permitted by law.
5. Equality Act obligations. In performing the Services, we will comply with the Equality Act 2010 and other applicable equality and anti-discrimination law insofar as it applies to us and the Services. We will not unlawfully discriminate, harass or victimise any person in connection with the provision of the Services and will make reasonable adjustments for disabled users where required by law. Where you are subject to the public sector equality duty under section 149 of the Equality Act 2010, we will provide reasonable cooperation and information relating to the Services to assist you in meeting that duty. Nothing in these terms transfers to us a statutory duty that applies specifically to you as a public authority, or makes us responsible for decisions that remain yours under that duty.

27. Other important terms

1. We may transfer this agreement to someone else. We may transfer our rights and obligations under these terms to another organisation. We will contact you to let you know if we plan to do this. If you are unhappy with the transfer, you may contact us to end the contract within 10 days of us telling you about it and we will refund you any payments you have made in advance for services not provided.
2. You need our consent to transfer your rights to someone else. You may only transfer your rights or your obligations under these terms to another person if we agree to this in writing.
3. Nobody else has any rights under this contract. This contract is between you and us. No other person shall have any rights to enforce any of its terms. Neither of us will need to get the agreement of any other person in order to end the contract or make any changes to these terms.
4. If a court finds part of this contract illegal, the rest will continue in force. Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
5. Even if we delay in enforcing this contract, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. For example, if you miss a payment and we do not chase you, but we continue to provide the products, we can still require you to make the payment at a later date.