Terms of Use

Terms and Conditions

In this Agreement, words and phrases have the meaning given to them in the Proposal and as otherwise defined in these Terms and Conditions. The term “RED TEAM” shall be used interchangeably for both RED TEAM L&D LTD and its employees.

What is the Agreement about?
1. The Agreement is about the provision of Services to the Client as identified in the Proposal by RED TEAM, in exchange for the Client paying the Fees as set out in the Agreement.
2. The Services, as more particularly described in the Proposal, shall include, without limitation, the development, customization and/or delivery of the Programme(s) and/or any Programme Materials or other Deliverables (each as defined below) (together, the “Services”).
How long does this Agreement last?
1. This Agreement starts on the Agreement Date, or, if the Start Date specified in the Proposal is a date prior to the Agreement Date, then this Agreement is deemed to take effect from the Start Date, and will last for the duration set out in the Proposal.
How can the Client pay for the Services?
1. Unless otherwise stated in the Proposal, the Fees will be paid in full and in advance, including any applicable taxes (without setoff). The Client must pay the amount on each invoice via bank transfer into RED TEAM’s bank account within thirty (30) days from the date of the invoice. If the Client is provided with an option to pay the Fees online as an alternative to bank transfer, it shall do so, so that the payment is received by RED TEAM within thirty (30) days from the date of the invoice.
2. If the Client fails to pay on time, then RED TEAM may add simple interest on top of the amount due (accruing on a daily basis from the final date for payment until the actual date of payment, whether before or after judgment), at a rate of 4% per year above the Bank of England’s base rate which is current at the date payment became overdue. RED TEAM may also suspend or terminate the Participants’ access to its learning platform(s) (“Learning Platform(s)”), until the overdue amount is paid.
Can the Fees be revised?
1. Yes, RED TEAM will review the Fees annually to ensure that the current negotiated prices are reflected. RED TEAM may, at its absolute discretion, increase the Fees accordingly once every twelve (12) months.
What other obligations do the parties have under this Agreement?
1. Each party warrants and represents to the other that it is entitled to and has the necessary authority to enter into this Agreement and to perform the obligations imposed on it under this Agreement.
2. RED TEAM undertakes to furnish the Services with reasonable care and skill at all times.
3. RED TEAM does not warrant that the Services will achieve any intended result other than as expressly specified in the Proposal.
4. In order for the RED TEAM to successfully deploy the Services, the Client warrants to RED TEAM that it will provide the Participants with all necessary hardware, operating system, standard software, and any other infrastructure that may be required for the Participants to access the Learning Platform(s).
5. The Client warrants that it will agree learning needs and session contents with the RED TEAM in a timely manner and confirm attendees for the sessions as asked by the RED TEAM.
Who owns what?
1. “Deliverables” means any and all materials provided or delivered to the Client under this Agreement, including, but not limited to, the content of any Programme, Programme Materials, documentation, reports, video, CD, audio, software (such as, by way of example only, software to be used to deliver Programmes, in whole or in part, and/or any other learning objects or resources), and other works or materials described in the Proposal.
2. A “Programme” means any training Programme to be provided or delivered to the Client under this Agreement and identified in the Proposal.
3. “Programme Materials” in respect of any Programme means any and all instructional or assessment materials and/or other courseware distributed to, and intended for use by, participants on such Programme in connection with their participation in such Programme, and include, without limitation, instructional texts, power point slides (including one reproducible binder), exercises, tests, quizzes, and other instructional or assessment materials.
4. RED TEAM or its licensors shall own the copyright in all Deliverables other than those (if any) which are identified in the Proposal as provided and owned by the Client (“Client’s IP”). Except as expressly provided in this Agreement, the Client may not print, copy, re-use, reproduce, modify, sell, distribute, transfer or commercially exploit any such Deliverables without the express prior written permission of RED TEAM.
5. Each copy of the Programme Materials provided in respect of any Programme may only be used by participants on the applicable Programme, however any printed Programme Materials may be retained and used by such participants within the Client’s organization, upon completion of the applicable Programme. The Client and its employees may not print, copy, re-use, reproduce, modify, sell, distribute, transfer or commercially exploit the Programme Materials in whole or in part other than as expressly specified in the Agreement, and except with the express prior written permission of RED TEAM.
6. As set out in the Proposal, the Programme may include interactive sessions of training such as learning and development sessions, forums and webinars where participants will be joining the discussions actively. RED TEAM may record these training sessions and prepare transcripts of them for further use by the participants to enhance learning, where they will be given access to the recorded sessions and transcripts post training and the access will continue for a period of six (6) months following the conclusion of the Programme.
7. RED TEAM shall own or be assigned to all and any intellectual property rights in these recordings and transcripts stated above under clause 6.6 and shall have the right to reuse these after anonymizing, for creating marketing content and data mining purposes as part of their endeavours to best address learning objectives and tailor programmes for future clients. By accepting the User Terms and Conditions during onboarding, the participants of the Programme shall assign (by way of future assignment) all of their intellectual property rights in any recordings and transcripts of training sessions upon the time of creation.
Does this Agreement grant the parties the right to use each other’s intellectual property?
1. Yes, this agreement gives (a) the Client the right to use the Learning Platform(s) of RED TEAM solely for the purpose of receiving the Services, as well as the right to use the recordings of training sessions and the transcripts solely for the purposes of enhancing the participants’ learning experience (without sharing these with any other third party outside the Client organization), and (c) RED TEAM the right to use Client’s IP solely for the purposes of product development and/or provision of the Services to the Client.
2. As set out in clause 17.1, RED TEAM can use the Client’s name and logo solely for the purposes of identifying the Client as one of its clients.
3. The Client can use RED TEAM’s name and logo for the purposes of mentioning that it has received RED TEAM’s Services. The Client cannot use Deliverables, Programme and Programme Materials otherwise than as expressly permitted under this Agreement or without obtaining RED PARTY’s express written consent.
4. Any use of the other party’s intellectual property other than as envisaged by this Agreement will be a material breach of this Agreement, allowing the non-breaching party the right to immediately terminate this Agreement.
Are there any other restrictions on how the Client can use the RED TEAM’s Learning Platform(s)?
1. Yes, the Client cannot use the Learning Platform(s) for anything other than the purpose of receiving the Services, or otherwise grant access to, copy, reproduce, or redistribute any aspect of the Learning Platform(s) or any other documents or materials received by the Client as a result of receiving the Services under this Agreement to any third party without RED TEAM’s prior written consent.
Can this Agreement end earlier?
1. Yes. Either party may terminate this Agreement for convenience, by giving the other party at least thirty (30) days’ prior written notice (including by email).
2. The Agreement may also end earlier than envisaged under clause 2, if the other party (the “Affected Party”): (a) commits a material breach or a breach capable of remedy which isn’t remedied within fourteen (14) days of notification of the breach, (b) fails to pay any amount due under this Agreement, and the amount remains unpaid for another fourteen (14) days upon receiving notification from the other party that it is overdue, (c) becomes insolvent, or (d) ceases to carry on its business. In such instances, the non-Affected Party can immediately terminate the Agreement by providing the Affected Party with notice to that effect.
What happens after this Agreement ends?
1. (a) Each Party must stop using and return the other party’s intellectual property, (b) the Client must pay RED TEAM any outstanding monies due for the provision of the Services up to and including the termination date and (c) RED TEAM is under no obligation to refund any portion of the Fees and/or any other charges which have already been paid by the Client to RED TEAM.
2. If the Agreement is terminated by RED TEAM for convenience under clause 9.1, RED TEAM may, at its absolute discretion and if practically reasonable, refund a portion of the Fees to the Client for which RED TEAM has not yet provided any Services to the Client in return.
3. If the Agreement is terminated by the Client for convenience under clause 9.1, Client shall not be entitled to a refund of any pre-paid Fees and Client shall remain liable to pay any unpaid Fees due.
Limitation of Liability
1. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, RED TEAM DOES NOT MAKE ANY WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES OR THE RESULTS THEREOF, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL RED TEAM BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR INDIRECT DAMAGES; OR FOR ECONOMIC LOSS (INCLUDING LOSS OF PROFITS, BUSINESS, REVENUE, GOODWILL OR ANTICIPATED SAVINGS); OR FOR ACTS OF NEGLIGENCE THAT ARE NOT INTENTIONAL OR RECKLESS IN NATURE, REGARDLESS OF WHETHER IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR FOR LOSS ARISING FROM ANY CLAIM MADE AGAINST THE CLIENT BY ANY OTHER PERSON; OR FOR LOSS OR DAMAGE ARISING FROM THE CLIENT’S FAILURE TO FULFIL ITS RESPONSIBILITIES OR ANY MATTER UNDER THE CONTROL OF THE CLIENT. The MAXIMUM aggregate liability of RED TEAM to client arising out of or in connection with this Agreement (whether for breach of contract, tort (including negligence) or otherwise) shall be limited to direct damages which in no event shall exceed the fees paid or payable by CLIENT to RED TEAM under this Agreement.
2. The Client agrees that the limitations and restrictions on liability in this Agreement are reasonable taking into account all of the circumstances in which it is entered into and that they represent terms forming part of a negotiated agreement.
  1. Nothing in this Agreement shall operate to exclude or restrict either party’s liability for: (a) death or personal injury caused by its negligence; or (b) fraud or fraudulent misrepresentation; or (c) any misuse of RED TEAM’s Deliverables by the Client or its employees (including any use of the Deliverables outside the scope of this Agreement); or (d) any liability which cannot be limited or excluded by law.
  2. Client recognizes that during the course of RED TEAM providing the Services under each Programme, Client will come into contact with RED TEAM’s employees and contractors. Client further recognizes and agrees that RED TEAM has made a considerable investment in its employees and contractors. Therefore, during the term of this Agreement and for a period of one year after the date hereof, Client agrees not to hire or engage any RED TEAM employee or contractor who has provided Services pursuant to this Agreement directly as an employee, contractor, or independent agent. Client agrees that because a breach of the foregoing provision will cause damage to RED TEAM, which is considerable but not easily measurable, Client shall, upon the hiring or engaging of such RED TEAM employee or contractor, as described above, immediately compensate RED TEAM in an amount which will be deemed to be liquidated damages and not in the form of a penalty. Such amount will be equal to one year’s total annual compensation paid by RED TEAM to such employee or contractor, calculated at the then-current or most recent rate of pay of such employee or contractor, or former employee or contractor.
  3. Yes, RED TEAM may have access to Client’s or its employees’ data when providing the Services via the use of pseudonymous identifiers; for example, the Client’s and/or its employees’ IP addresses and/or cookie identification (the “Client Data”).
  4. The Client provides RED TEAM with the personal data of the participants including but not limited to their names, email addresses, job titles, educational backgrounds, phone numbers, names of their line managers (“Participants’ Personal Data”), which is used by RED TEAM for enrolment purposes and the granting of required accesses to RED TEAM’s Learning Platform(s). Participants’ Personal Data may contain special category personal data such as data concerning a Participant’s health, which may include but is not limited to learning disabilities, if any.
  5. The parties will adhere to their respective obligations as set out in the Schedule on Data Protection.
  6. Yes, each party must comply and (at its own expense) ensure that in the performance of its duties under this Agreement will comply with all applicable laws and regulations, provided that neither party shall be liable for any breach to the extent that such breach is directly caused or contributed to by any act or default of the other party or its employees, agents and representatives.
3. No, this Agreement does not give any person who is not a party to it any right to enforce any of the terms of this agreement.
Can each party assign this Agreement to another party?
1. RED TEAM may assign any or all of its rights or obligations under this Agreement to any associated company without the prior written consent of the Client.
  1. The Client may not assign its rights or obligations under this Agreement without the prior written consent of RED TEAM.
2. RED TEAM may employ subcontractors in the provision of the Services.
3. RED TEAM and its associated companies shall not be restricted or prevented from providing services, programmes or programme materials for other clients that are similar to the Services, Programmes and Programme Materials provided under this Agreement.
Can RED TEAM say that the Client is one of RED TEAM’s clients?
1. Yes, Client hereby gives RED TEAM permission to use the Client’s name and logo on RED TEAM’s website and in promotional channels and materials solely for the purpose of identifying the Client as one of RED TEAM’s clients.
  1. This permission shall remain to be valid following the termination of this Agreement, unless revoked by the Client expressly in writing.
2. Yes, the terms of this Agreement, and any information which would reasonably be considered confidential that is received by either party in connection with this Agreement is confidential, and each party hereby agrees to keep the terms of this Agreement and the other party’s confidential information, confidential, for the duration of this Agreement and for ten (10) years after this Agreement ends.
  1. This means, either party must use reasonably secure mechanisms to protect the confidential information, and not divulge the confidential information to any third party without the other party’s prior written consent.
  2. The only exception is if a party is required to divulge confidential information as required under permitted law – in which case, the party may do so, but it shall inform the other party as soon as reasonably practical (if it is lawfully able to do so).
  3. If either party breaches any of the confidential obligations in this clause 19, then such breach will be a material breach, and the non-breaching party may immediately terminate this Agreement.
  4. Any terms contained within the Proposal, other than (i) the email addresses and addresses noted in the Proposal and (ii) the duration of the agreement as noted in the Proposal, each of which can be amended by email alone, can only be amended by written agreement signed by representatives for and on behalf of each party. Any terms contained within these Terms and Conditions are subject to review from time to time, and may be unilaterally amended by the RED TEAM at its sole and absolute discretion without the need to obtain Client’s prior consent. The revised Terms and Conditions will come into effect once they are posted on our website at https://red-team-training.blenheimchalcot.com/ .If you have any difficulty in accessing these Terms and Conditions, please contact us at lee.arthur@blenheimchalcot.com to arrange a copy to be forwarded to you. [Your continuing to use our services will amount to acceptance of our revised Terms and Conditions.]
3. Notice can be served by a party sending a letter or an email to the other party, at the addresses set out in the Proposal (as may be updated from time to time, including by email). Notice will be deemed received (a) two (2) days after posting, if notice is sent by registered mail or (b) immediately on transmission of an email, if notice is sent by email, but only if the sender doesn’t receive a bounce back email saying that the email wasn’t successfully transmitted to the intended recipient.
What happens if any part of this Agreement becomes illegal or invalid under applicable law?
1. If any clause in this Agreement (or part thereof) is or becomes illegal, invalid or unenforceable under applicable law, but would be legal, valid and enforceable if the clause or some part of it was deleted or modified (or the duration of the relevant clause reduced): then (a) the relevant clause (or part thereof) will apply with such deletion or modification as may be required to make it legal, valid and enforceable; and (b) without limiting the foregoing, in such circumstances the parties will promptly and in good faith seek to negotiate a replacement provision consistent with the original intent of this agreement as soon as possible.
What happens if there is a conflict between the Proposal and these Terms and Conditions?
1. If there is a conflict between any of the Proposal and these Terms and Conditions, the terms specified on the Proposal shall prevail.
Are there any other documents, materials or conversations which form part of this agreement?
1. No, the parties agree that this Agreement and any documents entered into pursuant to it constitutes the entire agreement between them and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral in respect of its subject matter.
Does this Agreement create a partnership or agency?
1. No, the parties are independent contractors and nothing in this Agreement constitutes, or shall be deemed to constitute, a partnership between the parties nor make any party the agent of another party.
Waiver
1. No failure, delay or omission by either Party in exercising any right, power or remedy provided by law or under this Agreement shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right or remedy. No single or partial exercise of any right, power or remedy provided by law or under this Agreement shall prevent any future exercise of it or the exercise of any other right, power or remedy.
Can this Agreement be signed in counterparts?
1. Yes, this Agreement may be signed in any number of counterparts and by the parties on separate counterparts, each of which when executed and delivered shall be an original, and such counterparts taken together shall constitute one and the same agreement. This Agreement shall not be effective until each party has signed one counterpart. A PDF attachment of a counterpart delivered by email shall be valid under this clause 27.1.
What law governs this Agreement?
1. This Agreement and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales.
Which courts have jurisdiction to hear any dispute that arises under this Agreement?
1. The parties irrevocably agree that the courts of England shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, this Agreement, its subject matter or formation (including non-contractual disputes or claims).