Terms and Conditions

VAND LIMITED

WWW.TRAINNATION.CO.UK

TERMS AND CONDITIONS

THESE TERMS AND CONDITIONS ARE INTENDED TO FORM A BINDING AGREEMENT BETWEEN YOU AND US.

YOU ARE ADVISED TO READ THEM THROUGH THOROUGHLY AS THEY REGULATE THE RELATIONSHIP BETWEEN US

IF ANY OF THESE TERMS IS NOT ACCEPTABLE TO YOU AND YOU ARE ON OUR SITE - YOU MUST LEAVE THE SITE IMMEDIATELY AS YOUR AUTHORITY TO ACCESS IT IS DENIED

1. DEFINITIONS

1.1 The following words and phrases will have the following meanings

Owner

means Vand Limited a company registered in England and Wales under number 5892157 whose registered office is at 11 Canning Road, London, N5 2JR

Site

means www.trainnation.co.uk

Us, We, Our

means either the owner, the site or both

You, Your

means you a visitor to our site for any purpose whatsoever

Hirer

means any legal entity which seeks to acquire the services of a trainer and who posts a proposal

Trainer

means any person who opens an account with us under the provisions of these terms and conditions and who wishes to offer their services on the site

Administration Fee

means the fee of £10

Membership Fee

means the fee advertised on the site and payable by trainers allowing them to use the services provide on the site

Shortlisting Fee

means the fee advertised on the site and payable if your are selected to join a shortlist for any project

Fees

means all or any of the administration fee, membership fee, shortlisting fee or any other fees we may charge you from time to time

Account

means an Account opened pursuant to the terms of clause 7

Member

means a Trainer who opens an Account with Us

Payment Information

means such information We reasonably require in relation to your bank or other financial institution to enable Us to take payments We are due from Your account with it

Profile

means the profile you publish on the site including all amendments and additions thereto

Project

means any project offered through the site for fulfilment by a trainer

Services

means all or any of the services we offer through the site

System

means all or any of the communication systems that We provide on the Site from time to time

1. THE CONTRACT

These terms and conditions apply to any of the Services We supply to You and apply also to Your use of the Site

2. YOUR BASIC OBLIGATIONS

2.1 You warrant as follows, that:

2.1.1 You have the legal authority to enter into this Contract

2.1.2 You are using this Site in the course of your business and not as a consumer

2.1.3 You will read and understand the terms and conditions attached to any website with which the Site has links and which you visit by use of such links

2.2 You will not

2.2.1 use the Site or its contents for any purpose other than for the purpose for which it was created

2.2.2 access, monitor or copy any content or information of the Site using any robot, spider, scraper or other automated means or any manual process for any purpose without Our express written permission

2.2.3 violate the restrictions in any robot exclusion headers on the Site or bypass or circumvent other measures employed to prevent or limit access to the Site

2.2.4 take any action that imposes, or may impose, in our discretion, an unreasonable or disproportionately large load on Our infrastructure

2.2.5 deep-link to any portion of the Site for any purpose without Our express written permission

2.2.6 "frame", "mirror" or otherwise incorporate any part of the Site into any other Site without Our prior written authorisation

2.2.7 attempt to modify, translate, adapt, edit, decompile, disassemble, or reverse engineer any software programs used by the Owner in connection with the Site or the services it offers

3. SUITABILITY

3.1 You agree that You will assure Yourself prior to posting any Project or to opening an Account as to the suitability of the Services for the purpose You require and in particular you agree that we make no representations in this respect

3.2 You accept that We make no warranty or representation that any of the Services We provide nor those offered by any Trainer nor any Proposal will be suitable for any purpose and that any information given on the Site is not given by way of representation as to the specific qualities of any of the same

3.4 You acknowledge that We are not acting as agent for any party involved in a Project nor as a contractor and that We have no responsibility to ensure the delivery of nor payment for any matters undertaken pursuant to an invitation made through the Site

4. HIRERS

If You are seeking to locate a Trainer the following provisions will apply in addition to the rest and remainder of the provisions in these terms and conditions:

4.1 You warrant and agree that:

4.1.1 all of the information You post on the Site is accurate and complete

4.1.2 the Project You offer is real and current and available to be undertaken by a Hirer

4.1.3 the Feedback and any reference You provide is honest and true and that it reflects Your actual experience of having used the Trainer You are leaving Feedback or providing a reference for.

4.1.4 You will take such steps as are reasonably prudent to verify the information provided to You by any Trainers You consider hiring and that they are suitable for the Project

4.2 You acknowledge that We do not vet or in any way assess the suitability of any Trainer to carry out any particular Project

5. TRAINERS

If You are seeking work through the Site the following provisions will apply in addition to the rest and remainder of the provisions in these terms and conditions:

5.1 You warrant and agree that:

5.1.1 You have all of the skills qualifications and experience You post on the Site

5.1.2 Your Profile is accurate in every respect and that if any item You have posted in Your Profile becomes inaccurate, You will correct it as soon as is practicably possible

5.1.3 that the Feedback You provide is honest and true and that it reflects Your actual experience of having used the Hirer You are leaving Feedback for.

5.1.4 that the details You supply to Us in relation to Your bank account are correct and current and that You will keep them correct and current and that any breach of this warranty may cause Us to incur additional fees which You must reimburse Us with

5.1.5 You will take such steps as are reasonably prudent to verify the information provided to You by any Hirers You consider working with

5.1.6 You are a self-employed contractor or business and not in any way Our employee and that You will account to HMRC for all taxes duties and impositions imposed upon You and that if We are obliged to make payment of any sums to HMRC in relation to any Project You undertake under the terms of this Agreement You will give Us a complete indemnity against such payments and all fees costs and expenses We have incurred in making them.

5.2 You will pay to Us the following fees:

5.2.1 the Shortlisting Fee for each Project You have been shortlisted for (whether or not Your Proposal is accepted)

5.2.2 the Membership Fee payable monthly in advance

5.3 You agree that We are not responsible in any respect for the payment for the services You provide in relation to any Project and that that responsibility lies entirely with the Hirer

5.4 You agree to deliver the work comprised in any Project in a timely professional and proper manner and in accordance with the standard you profess to offer in Your Profile

5.5 You accept that we have no influence on whether or not you are awarded any Project

6. TAXATION AND NATURE OF THIS CONTRACT

6.1 We are not responsible for duties and taxes arising out of any work performed using the facilities offer by this and we undertake to make no calculations or estimates in this regard and You agree that You will ensure that any payments You receive are declared in full compliance with the laws of the country where those duties or taxes are payable.

6.2 You agree that the nature of the agreement between You and Us is not an agency agreement, and that, if you are a Trainer, You are not employed by Us in any way.


  1. 7. ACCOUNTS

  2. 7.1 In order to bid for a Project and to use all of the facilities it offers Trainers are required to create an Account with Us (“the Account”) which will contain certain personal details and Payment Information. By continuing to use this Website you represent and warrant that:

  3. 7.1.1 all information you submit is accurate and truthful;

  4. 7.1.2 if You are becoming a Member on behalf of your employers, you have the authority to submit Payment Information where any such authority is required; and

  5. 7.1.3 You will keep this information accurate and up-to-date.

7.2 Your creation of an Account is further affirmation of the representation and warranty contained in this clause 7

  1. 7.3 You will not share your Account details, including your username and password nor store them on any shared computer nor in an Internet browser and You accept that We accept no liability for any losses or damages incurred as a result of your Account details being shared by You.

  2. 7.4 You will notify Us within 24 hours If you have reason to believe that your Account details have been obtained by another without Your consent and We will suspend your Account. We accept no liability for any transactions on Your Account prior to Your notifying Us of the compromise of Your Account


  3. 8. Payments and Fees

  4. 8.1 You accept that no refund will be given in relation to any of the Fees we debit pursuant to clause 5.2

  5. 8.2.1 Shortlisting Fees due to us will be accumulated in the month in which they become due and we will invoice you at the end of the month for the Shortlisting Fees due for that month and take payment of the sum shown in that invoice by Direct Debit

  6. 8.2.2 If you wish to query any payment we have for Shortlisting Fees taken in whole or in part you must do so within 7 days of the date of the invoice (time to be of the essence) and if we agree that you should be refunded all or part of the money we have taken we will make that refund no later than 7 days from the date of your challenge

  7. 8.2.3 A Shortlisting Fee is payable whether or not you are successful in being engaged for a Project for which you have been shortlisted

  8. 8.3 Payment will be taken from you using the Payment Information You supplied when setting up Your Account with Us.

  9. 8.4 7 days before We debit Your Membership Fee, We will contact You at the email address provided in Your Account if You do not wish to renew Your Membership then You must cancel Your Account before the payment mentioned in 8.2 is taken and no refund will be made if you fail to cancel before that date

  10. 8.5 We have the right to change all or any of the Fees We charge from time to time and such changes will be published on the Site

  11. 8.6 If payment of any monies due to Us is refused and then not made within 7 days of the due date, We may suspend Your Membership and You will pay the Administration Fee as well as interest to Us at a rate 6% above the base rate of Barclays Bank plc from time to time or 10% per annum whichever is the greater from the due date until the date of actual payment (as well before as after any judgment) on the total balance due to Us


  12. 9. Use of Communications Facilities

  13. 9.1 When using the enquiry form, feedback or any other System on the Website you should do so in accordance with the following rules:

  14. 9.1.1 You must not use obscene or vulgar language;

  15. 9.1.2 You must not submit Content that is unlawful or otherwise objectionable. This includes, but is not limited to, Content that is abusive, threatening, harassing, defamatory, ageist, sexist or racist;

  16. 9.1.3. You must not submit Content that is intended to promote or incite violence;

  17. 9.1.4 Submissions must be made using the English language as we are unable to respond to enquiries submitted in any other languages;

  18. 9.1.5 The means by which you identify yourself must not violate these Terms and Conditions or any applicable laws;

  19. 9.1.6 You must not impersonate other people, particularly Our employees and representatives or those of our affiliates; and

  20. 9.1.7 You must not use our System for unauthorised mass-communication such as “spam” or “junk mail”.

  21. 9.2 You acknowledge that We have the right to monitor and to remove any and all communications made to us or using our System.

  22. 9.3 You acknowledge that We may retain copies of any and all communications made to us or using our System.

  23. 9.4 You acknowledge that any information you send to us through our System or post on the Site may be modified by Us and used by Us in any way We shall decide and You hereby waive Your moral right to be identified as the author of such information. Any restrictions You may wish to place upon Our use of such information must be communicated to Us in advance and We reserve the right to reject such terms and associated information.

  24. 9.5 You acknowledge that We may place limits on the length of any communications and the time for which they will be displayed on the Site


  25. 10. DISPUTES

  26. You agree and acknowledge that We have no responsibility to resolve any dispute which arises between users of the Site and that We and Our employees, officers, agents and sub-contractors have no liability in respect of any disputes arising from the use of the Services including all claims demands and liability for actual and consequential damage

11. INTELLECTUAL PROPERTY

11.1 All information on the Site belongs to Us

11.2 Save where specifically authorised by Us in writing you cannot copy, share, transmit, reproduce, post or redistribute all or any part of any of the information contained on the Site without permission in writing from the Owner and without subjecting yourself to any additional terms, whether financial or otherwise, which We in our absolute discretion impose

11.3 The content and information on the Site (including, but not limited to, messages, data, information, text, music, sound, photos, graphics, video, maps, icons, software, code or other material), as well as the infrastructure used to provide such content and information, is owned by Us or our Affiliates. You agree not to modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell or re-sell any information, software, products, or services obtained from or through the Site.


  1. 12. TERMINATION

  2. 12.1 Either party may terminate the Account without reason or notice

  3. 12.2 In the event of termination of an Account all sums outstanding on that Account will become immediately due and payable


  4. 13. NON-SOLICITATION

  5. 13.1 You will not, while your Account is active and for a period of 12 months after its termination or expiry, employ or contract the services of any person who is or was employed or otherwise engaged by us at any time in relation to the services provided under this Agreement and with whom you had significant personal dealings without our express written consent.

  6. 13.2 You will not, while your Account is active and for a period of 12 months after its termination or expiry, solicit or entice away from us any customer or client with whom you have had significant personal dealings where any such solicitation or enticement would cause damage to our business without our express written consent.


  7. 14. SERVICES, PRICING AND AVAILABILITY

  8. 14.1 Whilst every effort has been made to ensure that all representations and descriptions of the services available from Us correspond to the actual services we cannot guarantee the accuracy of these descriptions.

  9. 14.2 We reserve the right to change prices and alter the services we offer from time to time.

  10. 14.3 Unless otherwise stated all prices displayed on the Site or in our price lists are net of Value Added Tax


  11. 15. PRIVACY

  12. Use of the Site is also governed by our Privacy and Cookie Policies which are deemed to be incorporated into these terms and conditions by this reference.


  13. 16. DISCLAIMERS

  14. 16.1 We make no warranty or representation that the Site will meet your requirements, that it will be of satisfactory quality, that it will be fit for a particular purpose, that it will not infringe the rights of third parties, that it will be compatible with all systems, that it will be secure and that all information provided will be accurate.

  15. 16.2 No part of the Site is intended to constitute advice and the Content of the Site should not be relied upon when making any decisions or taking any action of any kind.

  16. 16.3 No part of the Site is intended to constitute a contractual offer capable of acceptance.

  17. 16.4 Whilst We use reasonable endeavours to ensure that the Site is secure and free of errors viruses and other malware You are advised to take responsibility for Your own security, that of Your personal details and Your computers.

  18. 16.5 We have no control over the accuracy or otherwise of the information posted by Hirers or Trainers (save for that contained in these terms and conditions) and as far as the law allows We disclaim all responsibility for the accuracy and/or correctness of that information

  19. 16.6 You acknowledge and agree that all feedback displayed on the Site has been published by the entity which created it and that Our sole liability in respect of such feedback is to withdraw any such feedback which does not comply with the provisions of these terms and conditions.

  20. 16.7 We make no representation that We will store any information which has been posted on the Site nor, if we do store such information, the length of time it will be stored for. If any such information is important to You, You must arrange to store it separately from Us and Our Systems


  21. 17. AVAILABILITY OF THE SITE

  22. 17.1 The Site is provided “as is” and on an “as available” basis and We give no warranty that it will be free of defects and / or faults. To the maximum extent permitted by the law We provide no warranties (express or implied) of fitness for a particular purpose, accuracy of information, compatibility and satisfactory quality.

  23. 17.2 We accept no liability for any disruption or non-availability of the Site resulting from external causes including, but not limited to, ISP equipment failure, host equipment failure, communications network failure, power failure, natural events, acts of war or legal restrictions and censorship.

  24. 17.3 We reserve the right to alter, suspend or discontinue any part of (or the whole of) the Site including, but not limited to, the services available. These Terms and Conditions shall continue to apply to any modified version of the Site unless it is expressly stated otherwise


  25. 18. LIMITATION OF LIABILITY

  26. 18.1. We accept no liability for all and any direct or indirect loss or damage, foreseeable or otherwise, including any indirect, consequential, special or exemplary damages arising from the use of the Site or any information contained therein, to the maximum extent permitted by law You should be aware that You use the Site and its Content at Your own risk.

  27. 18.2 Nothing in these Terms and Conditions excludes or restricts Our liability for death or personal injury resulting from any negligence or fraud on Our part.


19. OFFENSIVE OR INCORRECT CONTENT

19.1 If You find any Content on the Site in any way offensive, libellous, incorrect or in any other way inappropriate, You should notify us immediately, using the contact details shown on the Site and supply any information to validate your assertion

19.2 If We find in, our sole discretion, that any Content notified to it is inappropriate for the Site, We will take all reasonable steps to remove that Content as soon as it is able

20. INTELLECTUAL PROPERTY

  1. 20.1 All Content included on the Site including, but not limited to, text, graphics, logos, icons, images, sound clips, video clips, data compilations, page layout, underlying code and software is Our property or that of our affiliates or other relevant third parties. By continuing to use the Site you acknowledge that such material is protected by applicable United Kingdom and International intellectual property and other laws.

  2. 20.2 You may not reproduce, copy, distribute, store or in any other fashion re-use material from the Site unless otherwise indicated on the Site or unless given Our express written permission to do so.


  3. 21. THIRD PARTY INTELLECTUAL PROPERTY

  4. 21.1 Unless otherwise expressly indicated, all Intellectual Property rights including, but not limited to, Copyright and Trademarks, in product images and descriptions belong to the manufacturers or distributors of such products as may be applicable.

  5. 21.1 You may not reproduce, copy, distribute, store or in any other fashion re-use such material unless otherwise indicated on the Site or unless given express written permission to do so by the relevant manufacturer or supplier.


22. LINKS

The Site may contain links to other sites and unless expressly stated, these sites are not under Our control or that of Our affiliates and We assume no responsibility for the content of such websites and disclaim liability for any and all forms of loss or damage arising out of the use of them. The inclusion of a link to another site on the Site does not imply any endorsement of the sites themselves or of those in control of them.

23. MODIFICATIONS TO THESE TERMS AND CONDITIONS

We reserve the right to modify these Terms and Conditions from time to time without notifying You. You agree to revisit these Terms and Conditions from time to time to establish whether or not any changes have been made and by accepting these Terms and Conditions You confirm that you have read and understood them on each visit You make to the Site or on each occasion they are sent to you

24. MODIFICATIONS TO THE SITE

We reserve the right, at our sole discretion, to modify, alter or remove any part of the Site or discontinue any products or services it provides from time to time and to discontinue the Site completely and nothing contained on the Site or in these Terms and Conditions shall give Us any obligation, of any type, to continue the operation of the Site or any part of it.

25. GENERAL MATTERS

  1. 25.1 Operative Law – This Contract will be governed by and construed in accordance with English law and each of the parties agrees to submit to the exclusive jurisdiction of the English courts as regards any claim or matter arising under this Contract

25.2 Partnership/Joint Ventures – no contractual relationship other than that envisaged by these Terms and Conditions is intended to arise under this contract and You agree that no relationship of any sort exists between Us and You, save as provided for herein

25.3 Effect Of Contract - this Contract supersedes any previous Contract between the parties in relation to the matters dealt with in them and represents the entire understanding between the parties.

  1. 25.4 Warranties - all parties acknowledge and agree that they have not entered into this contract in reliance on any representation, warranty or undertaking which is not set out or referred to in it

25.5 Unenforceability - If any provision or term of this Contract is, or shall become, or be declared illegal, invalid or unenforceable for any reason whatsoever (including, but without limitation, by reason of the provisions of any legislation or other provisions having the force of law or by reason of any decision of any Court or other body or authority having jurisdiction over the parties of this Contract) such terms or provisions shall be divisible from this Contract and shall be deemed to be deleted from this Contract and the remainder of the provisions shall continue in full force and effect provided always that if any such deletion substantially affects or alters the commercial basis of this Contract the parties shall negotiate in good faith to amend and modify the provisions and terms of this Contract as necessary or desirable in the circumstances.

  1. 25.6 Notices - notices by either party must be given in writing and may be delivered personally or sent by letter (or transmitted by e-mail) addressed to the other party at its registered office. Any such notice given by letter will be deemed to have been given at the time at which the letter would be delivered in the ordinary course of post, if sent by post, and on the date of delivery if delivered personally (or at the date of receipt if transmitted by e-mail).

25.7 Entire Agreement - this Contract constitutes the entire understanding between the parties concerning the subject matter hereof.