Interpretation: In these Conditions: 'Company' means The Guidance Partnership, which is the trading name of AMC-UK. 'Client' means the person, individual, partnership and/or company entering into this agreement. 'Delegate' means the person being sent on one of the Company's training courses. The headings in these Conditions are for ease of reference and convenience only and shall not affect their interpretation or are used in the construction of any provision. These Conditions override any earlier conditions appearing in the company's publications or elsewhere or referred to by the Client whether in the order or any negotiations. These Conditions shall govern the contract between the Company and the Client to the exclusion of any other conditions. Nothing in these Conditions shall affect the statutory rights of any consumer. General: If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby. The Company shall not be liable for any default resulting from causes beyond its reasonable control. Variation/Amendment: The terms of this agreement may only be varied by agreement in writing between persons duly authorised by the parties. Governing Law: These Conditions shall be subject to and construed in accordance with the laws of England and subject to the exclusive jurisdiction of the courts of England and Wales. Confidentiality: Each party shall keep confidential all information obtained from the other pursuant to this contract and shall not divulge information to any third party without the other's prior written consent. Each party shall ensure that its servants, agents, employees and sub-contractors are bound by the provisions of this clause. Recovery of Sums Due: In the event of a non-payment by the Client, the Company reserves the right to withdraw the service, recover its property and take any legal actions it considers necessary to recover the charges or other fees owed to the Company. Interest on any overdue invoice shall accrue from the date when payment becomes due, from day to day, until the date of payment at 2% per calendar month both before and after any judgement. Cancellations: No quotation which has been accepted by the company in accordance with the provision of these Conditions may be cancelled or transferred by the client except with the agreement in writing of an authorised representative of the Company and on the terms that the Client may be required to indemnify the Company in full for any costs, liabilities, damage, loss, charges and expenses (including any loss of profit) incurred by the Company as a result of the cancellation. These Conditions apply even if the change is beyond the Client's control. Training Courses: Substitutions can be accepted providing the Delegate has completed any pre-course training requirements. The Company has the right to alter the course details at any time. The Company gives no guarantee that every Delegate will, on the sitting of a test on completion of a training course, obtain the award or relevant certification, registration or diploma. Termination/Breach: The agreement may be terminated by either party giving to the other at least 4 weeks notice in writing. The termination shall not affect any prior rights either party may have under this agreement. The Client shall pay the charges to the date of termination and the Company shall continue to provide the service during the notice period. Either party may terminate this agreement with immediate effect in the event of a material breach of any of its terms by the other party. Such termination shall not affect any of the rights, which the party so terminating the agreement may have against the other party in consequence of the breach. In the event of a material breach of any term of this agreement, the party not in breach may, as an alternative to immediate termination, serve a notice on the party in breach requiring the breach to be remedied (if capable of remedy) within a 10-day period. If the breach has not been remedied before the expiry of the 10 days, the party not in breach may then terminate the agreement. Service of a remedy notice in respect of a breach of this agreement shall not prejudice the rights of the party serving it, in respect of any other further breach by the other party arising before or after the date of serving the notice. Ownership of Equipment: Any books or equipment supplied by the company to the Client on a loan basis (e.g. books for a Job Search Centre), remain the property of the Company and are returnable upon termination of the agreement. The Company will meet reasonable expenses incurred in the return of this equipment. Details of the equipment loaned to the Client by the Company will be confirmed in writing as an addendum to Section 7, where applicable. Insurance: The safe keeping of any equipment loaned to the Client by the Company will be the responsibility of the Client while it remains on the Client's premises, and throughout the period of the agreement until its safe return to the Company. The necessity to insure specific items of equipment will be confirmed in writing as an addendum to Section 7, where applicable. Liability: The liability of the Company to the Client for direct loss, however arising shall be limited to the amount of the charges paid by the Client for the service. The Company accepts no responsibility whatsoever for indirect, special or consequential loss. All warranties implied by law are specifically excluded from this agreement. Intellectual Property: All intellectual rights, including but not limited to copyright over all material produced by the Company in the provision of the service to the Client shall remain with the Company. Except as expressly permitted in writing by the Company the said materials shall not be reproduced or disseminated or resold in whole or in part in the United Kingdom or elsewhere or otherwise used without prior consultation and written permission from the Company. The Client shall not reproduce or copy or vary or adapt the materials by any means or in any way whatsoever or enter the same into any kind of information retrieval system including any form of computer system. The Client acknowledges that the trademarks are the property of the Company and use of the trademarks by the Client will at all times be in keeping with and will seek to maintain their distinctiveness and reputation as determined by the Company. The Client will not use the trademarks in any way, which would bring the reputation of the Company into disrepute. The Client will not use the trademarks as part of any corporate business or trading name of the Client.