Terms and Conditions of Business

Terms and Conditions of Business

These terms and conditions of business (the “Terms”) form the basis of the contract through which The Learn Centre Limited (trading as The Payroll Centre) registered under company number 03652566 whose registered office is 3 Shortlands, London, England, W6 8DA (“We”, “TPC”, “us”, “our” or “ours”) will deliver our Services.

Please read these Terms carefully before applying to use any of our Services. By continuing to use and access our Services, you acknowledge and agree to be bound by these Terms. Your attention is particularly drawn to the limitations and exclusions of liability set out in clause 11.

1. DEFINITIONS AND INTERPRETATION

1.1 In these Terms, the following definitions apply:

“Booking Form” means the email, telephone, form or online process or written contractual terms through which You place an order for our products or services;

“Course” means training, seminar, conference, qualification or workshop, organised by TPC whether delivered in person/classroom setting, online, webinar or by webcast;

“Delegate” means the individual(s) named in a Booking Form to attend a Course;

“Fees” means the charges for products or services as set out on our Website or as otherwise agreed in writing, including Membership Fees;

“Materials” means any documents, digital content or other items of content that we prepare or produce including but not limited to slide decks, manuals, hand-outs, news articles, blogs, video training, webinars and magazines. For the avoidance of doubt this includes any materials prepared by our employees, contractors or agents, or licensed by Us;

“Member” means an individual or organisation that has subscribed to a Membership package;

“Membership” or “Membership Service” means a subscription offering providing access to specified benefits, Materials, Services and/or Courses and include but are not limited to corporate Memberships, individual Memberships, and ACT, as specified on our Website, for the duration of the Membership Period;

“Membership Benefits” means the benefits associated with a particular Membership package as detailed on our Website from time to time;

“Membership Fee” means the subscription fee payable for a Membership Service;

“Membership Period” means the period for which a Membership Service is valid, typically 12 months unless otherwise stated in writing;

“Service” means an online portal providing access to specific Materials and / or a query-response service (provided by phone, online communications, email or other mechanism). Services include but are not limited to: the eLearning portal, the membership information portal, the ACT assessment portal, our help desk services, and webinar platforms;

“Student” means the individual(s) named in a Booking Form to undertake a TPC study program;

“Trial Period” means a trial period during which you may use certain Membership Services free of charge subject to these Terms, specifically limited to access to help desk services, the membership content portal, and the ACT e-assessment platform;

“User” means Delegates, Students, Members and any other individuals who consume any of our products or services;

“Website” means our website at https://www.thepayrollcentre.co.uk/;

“Year” means the period running from 1st January to 31st December; and

“You” or “your” means the company and / or individual named as making a booking on a Booking Form or subscribing to a Membership Service.

2. BASIS OF OUR AGREEMENT / CONFIRMATION OF BOOKING

2.1 Formation of Contract

2.1.1 Your order and these Terms set out the whole agreement between us. Please check that the details of your order are complete and accurate.

2.1.2 By submitting an order or Membership application, you request to:

• enrol your Delegates/Students on the Course specified; and/or
• purchase products or services that we provide; and/or
• subscribe to a Membership Service,

on these Terms. We may accept or decline your offer for any reason including over-subscription on the relevant Course or in our discretion regarding Membership applications.

2.1.3 For all purchases except Membership Services, the agreement between us shall be formed when we send you an invoice following acceptance of your order. On acceptance, we will allocate a place for the Delegates/Students on the Course specified.

2.1.4 For Membership Services, these will commence on the Membership start date specified in the Booking Form, at which point a contract will come into existence on these Terms (the “Commencement Date”).

2.2 Course Joining Instructions

2.2.1 Once we have received payment of the Fees, we will send you joining instructions for your Delegates/Students no later than 3 days prior to the date of commencement of the Course.

2.2.2 For e-learning students specifically, the online material will not be released to students until: (i) they have accepted the terms and conditions of the e-learning agreement; and (ii) We have received payment of the Fees.

3. FEES AND PAYMENT

3.1 Fee Structure

3.1.1 The Fees can be found on our Website. You may be required to pay additional administration costs, as specified in clause 3.4 below (“Additional Costs”).

3.1.2 We reserve the right to change our Fees at any time. However, before we do, we will provide you with prior notice and an opportunity to terminate your continued use of the Services.

3.1.3 All prices are expressed exclusive of any VAT payable unless otherwise stated.

3.2 Payment Terms

3.2.1 For non-Membership purchases, the Fees are payable in full and in cleared funds no later than 30 days from the invoice date. However, if the Course start date is less than 30 days from the invoice date, you will need to pay immediately so that joining instructions for the Course can be issued in a timely manner.

3.2.2 For Membership Services, payment of the Membership Fee must be received in full before your Membership can be accepted.

3.2.3 Login credentials for an online Course or Service will not be released until payment has been received in full.

3.3 Payment Methods

3.3.1 Payment may be made electronically by credit or debit card, by direct debit, by bank transfer to a bank account nominated by us or by sending us a cheque. If you book a Course online, you may elect to pay electronically by credit or debit card at the time of booking or on invoice.

3.3.2 If you are not using your own credit/debit card to pay for any purchase, you must obtain the permission of the credit/debit card holder before entering the payment details. When you make a purchase, you are confirming that you have obtained the express prior permission of the credit/debit card holder.

3.4 Additional Costs

In addition to the Fees, you may also be required to pay the following Additional Costs:

3.4.1 charges for any late or dishonoured payments;

3.4.2 a fee for any Course transfer or Course deferral as set out in clause 4.2;

3.4.3 costs for postage and packaging for sending course materials overseas or for special delivery;

3.4.4 a fee for providing further Course Materials if you wish a Delegates/Students to complete a qualification assignment in the Year after the Year in which you booked the Course or after the Year in which they took the course; and

3.4.5 administration fee and expenses incurred by tutors for in-house Courses.

3.5 Consequences of Non-Payment

If you fail to pay any part of your Fees or any Additional Costs in accordance with these Terms for any reason, we reserve the right (at our discretion) to take one or more of the following actions:

3.5.1 suspend or exclude your Delegates/Students from the Course;

3.5.2 prevent your Delegates/Students from registering;

3.5.3 withhold Delegates/Students exam results and any certificate;

3.5.4 suspend or terminate your Membership or access to Services;

3.5.5 take legal action against you to recover the Fees and any of your Additional Costs, claim for compensation under the late payment legislation, and claim other legal and administrative costs;

3.5.6 terminate our agreement on written notice; and

3.5.7 charge you interest on the overdue amount at the rate of 3% a year above the Bank of England base lending rate. This interest shall accrue from the due date until the date of actual payment of the overdue amount, whether before or after judgment. Interest is payable together with the overdue amount.

4. COURSE TRANSFERS AND DEFERMENT

4.1 Transfer / Deferment Requests

4.1.1 If you wish to transfer or defer a Delegates/Students’ booking to another Course of a different title, location or date, you must:

• send us a written request by email or post; and
• send an email detailing the proposed transfer or deferment or “the new course”:
  • in the case of transfers, no later than 14 days prior to both the start date of the old Course and the start date of the new Course; or
  • in the case of deferments, no later than 14 days prior to the start date of the original Course (unless we in our absolute discretion determine otherwise).

4.2 Conditions for Transfers / Deferments

4.2.1 Any transfer or deferment request, will be:

• at our discretion;
• subject always to availability; and if applicable, the difference in the Fees for both courses; and
• subject to all Fees having been paid (including any transfer administration fee).

4.2.2 Failure to comply with clause 4.1 may mean we may not be able to accommodate your request.

5. MEMBERSHIP SERVICES

5.1 Membership Packages and Benefits

5.1.1 Membership packages (including applicable Membership Benefits) vary according to the category of Membership held. Subject always to these Terms, the details of our current Membership packages applicable from time to time, including all applicable Membership Benefits and grading are set out on our Website.

5.1.2 Use of any Membership Benefits is strictly limited to named Members and their authorised Users only in accordance with the terms of their Membership package.

5.1.3 We may change and/or withdraw any and all Membership Benefits that apply to your Membership at any time. We will provide you with 30 days’ notice in advance of any changes to the Membership Benefits which we consider will materially disadvantage you, or materially impact on the particular category of Membership held by you.

5.1.4 Specific terms and conditions may apply to individual Membership Benefits. Where that is the case, you will be asked to accept those terms and conditions prior to subscribing for, or purchasing that particular Membership Benefit.

5.2 Cooling Off Period

5.2.1 We offer a 14 days’ cooling off period for new Members, effective from the Commencement Date (“Cooling Off Period”). During this Cooling Off Period, you will be allowed to change your mind and cancel your Membership.

5.2.2 If you wish to cancel your Membership during the Cooling Off Period, we must receive notification from you in writing within the Cooling Off Period.

5.2.3 In the event of you exercising your rights during the Cooling Off Period, where you have been issued with any documentation or benefits, this must be returned to us within 7 days of the date you cancel your Membership, in the same condition as it was received.

5.2.4 You will be liable for: (a) the cost of postage and packing applicable to the return of the documents; and (b) the cost of any Services that you use prior to your Membership being cancelled (such cost to be determined by us, acting reasonably). The remainder of your Membership Fee will be refunded to you.

5.3 Changing Membership Packages

5.3.1 Members may upgrade their current Membership package to an increased level of Membership package (if such a package exists at any time) upon giving 7 days’ notice in writing and payment of any difference in Fees.

5.3.2 You may not downgrade your Membership package. Members wishing to do this will not be entitled to any refunds of their Membership Fee.

5.3.3 At the point of our acceptance of a new Membership package, you acknowledge and agree that a new Membership Period will begin which will supersede the previous Membership Period (unless we, in our absolute discretion, decide otherwise).

5.4 Membership Renewal

5.4.1 Unless you terminate these Terms in accordance with clauses 3.1.2 or 5.5 or we terminate the Terms in accordance with clause 12, and subject to clause 5.4.2, your Membership will automatically renew at expiry of the Membership Period and on each year thereafter (“Renewal Date”).

5.4.2 We reserve the right to renew these Terms prior to the expiry of the Membership Period. In these circumstances, we will contact you advising of the updated Renewal Date.

5.4.3 You will receive a reminder approximately 4 weeks in advance of the Renewal Date that your Membership is due to auto-renew. The reminder will contain information on payment and how to terminate prior to the Renewal Date.

5.4.4 You must terminate your Membership via the membership portal or in writing prior to the Renewal Date to avoid payment being taken for the next year. Failure to do so shall lead to your Membership being auto-renewed for a further Membership Period and payment will be taken accordingly.

5.4.5 On the Renewal Date (and on the yearly anniversary of such date), payment will be taken for the next Membership Period. We may increase the Membership Fee on renewal, and will notify you of any increase in advance.

5.5 Membership Cancellation

5.5.1 You may cancel your Membership at any time by providing written notice.

5.5.2 Save for cancellations occurring within the Cooling Off Period, you are liable to pay us for the Membership Fee for the entire Membership Period and there will be no refund due to you of your Membership Fee or any other costs if you cancel your Membership prior to the end of the Membership Period.

5.5.3 You agree that any element of payment for the Membership Period which is outstanding when you cancel your Membership shall be immediately recoverable by us from you as a debt.

5.6 Trial Period

5.6.1 New Members may be eligible for a Trial Period during which they may use certain Membership Services free of charge. The Trial Period is limited to access to one or more of:

• help desk services;
• the membership content portal; and
• the ACT e-assessment platform.

5.6.2 You are only permitted one (1) free Trial of the Membership Services. We may terminate your account if you breach, or attempt to breach this clause 5.6.2.

5.6.3 A Trial Period is only available upon provision of valid business contact information, including a business email address, which must be provided when requesting the Trial Period.

5.6.4 A Trial Period may be extended at our sole discretion.

5.6.5 We reserve the right to determine eligibility for a Trial Period and may refuse to offer a Trial Period without providing reasons.

6. CLIENT OBLIGATIONS

6.1 Standards of Conduct

6.1.1 You agree to procure that your Delegates/Students/Users will behave appropriately at all times and in such a way so as not to:

• cause a nuisance, injury or damage to other persons (in particular to other Delegates/Students/Users, our employees, authorised contractors, agents and any visitors) or to any of our property;
• impede or prevent the provision of any Course or Service;
• cause damage to our reputation;
• undertake any inappropriate, unlawful or immoral activity; or
• engage in any activity which could harm us and/or bring our reputation or that of our Members, officers or employees into disrepute.

6.1.2 You agree that You shall not and agree to procure that your Delegates/Students/Users shall not:

• access all or any part of the Services in order to build a product or service which competes with the Services;
• use the Services to provide services to third parties;
• license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit the Services, or
• otherwise make the Services available to any third party except your Delegates/Students/Users.

6.2 Compliance with Terms

6.2.1 You agree to procure that you and your Delegates/Students/Users will respect and abide by these Terms and any supplemental product or Service-specific terms and conditions, including restricting access to any Materials or Services to those employees or individuals that have a right to access such Materials or Services under your purchase or Membership.

6.2.2 You are responsible for taking any security measures necessary when using our Website or Services (for example, by keeping your login details secure).

7. CANCELLATION & NON-ATTENDANCE

7.1 Cancellation by Us

7.1.1 The dates, times and venues advertised for a Course are provisional, but we will use reasonable endeavours to adhere to these.

7.1.2 In the event of change or cancellation of a Course, we will use reasonable endeavours to notify you and offer an alternative date, an alternative Course, or an alternative delivery medium such as the use of a virtual platform. You agree that we shall incur no further liability whatsoever as a result of such cancellation.

7.2 Cancellation by You

7.2.1 For Courses and non-Membership purchases, you have no right to cancellation. However, you may request a transfer or deferment as per clause 4.

7.2.2 For Membership Services, cancellation rights are governed by clause 5.5.

7.2.3 If a transfer or deferment is not practical, we will make reasonable endeavours to deliver the Course online where it is commercially viable for us to do so.

7.3 Non-Attendance and Unforeseen Circumstances

7.3.1 We regret that we shall be unable to offer any refund to you where your Delegates/Students/User is unable to attend due to unforeseen circumstances, for example illness, however we may accept a transfer request in such situations.

7.4 Access Duration for Online Courses

7.4.1 Where a Student is booked for an online interactive Course leading to a professional qualification, access to online course materials and revision tools shall be valid for one year only from course start date.

7.4.2 If you do not renew access to online course materials and revision tools at its expiration, it is the Delegates/Students’ responsibility to make sure their knowledge and study materials are up-to-date.

7.4.3 We are under no obligation to provide course materials and revision tools to Delegates/Students’ that take an examination or enter assignments in the Year after the Year in which you booked the Course or after the Year in which he or she took the Course. However, if requested we will provide up-to-date course materials and revision tools, subject to payment by you of a fee to be determined by us.

8. PROMOTIONS

8.1 Any promotion advertised on our Website or otherwise is subject to availability. A promotion does not give you the right to book a specific Course or book a combination/mix of Courses. We reserve the right to reject the combination/mix of Courses or cancel a promotion without notice.

9. INTELLECTUAL PROPERTY RIGHTS, LICENSE AND CONTENT USAGE

9.1 Ownership

9.1.1 The copyright, design right and all other intellectual property rights in any Materials and our Marks (as defined below and including logos and branding) will belong to us, or our licensors, absolutely. You acquire no ownership of copyright or other intellectual property rights in any Materials or content that you gain access to as a result of your purchase from Us.

9.2 License Grant

9.2.1 Subject to the terms herein, You are granted a non-exclusive, non-transferrable limited license to access and use the Materials made available from time to time that You have purchased.

9.3 Restrictions on Use

9.3.1 You may not, and you must ensure that your Delegates/Students/Users do not, copy or reproduce the Materials we provide without written authorisation from a director of TPC, other than to provide them to a colleague in Your organisation that has a valid right to use them via a Membership Service you have purchased from Us.

9.3.2 You may not provide any Materials, or access to any Services, to anybody outside of Your organisation.

9.3.3 You may not take any Materials, or access to any Services, with you if you leave the organisation that purchased them (or if you are an individual Member and your Membership expires or is terminated).

9.3.4 Audio or video recording at any Course is not allowed except where we have given prior written permission.

9.3.5 You are not authorised to:

• copy, modify, reproduce, re-publish, sub-licence, sell, upload, broadcast, post, transmit or distribute any of the Materials without our prior written consent;
• use the Materials for any purpose other than for that which they are intended;
• remove any copyright or other notice on the Materials; or
• modify, adapt, merge, translate, disassemble, decompile, reverse engineer (save to the extent permitted by law) any software forming part of our Website or Services.

9.4 Supplemental Terms

9.4.1 You must ensure that your Delegates/Students/Users comply with any supplemental product- or Service-specific additional terms and conditions, which include but are not limited to: our e-learning agreement for any online Course and the ACT assessment portal terms and conditions for use of the ACT portal. In the event of conflict between the supplemental terms and these general terms, the supplemental terms shall take precedent.

9.5 Membership Service Limitations

9.5.1 If You have purchased a Membership Service from Us, you may only use the Materials and / or the Services associated with that Membership Service during the time period that your Membership is valid.

9.5.2 At the end of your Membership Service, You must:

• remove all electronic versions of any Materials provided as part of the subscription from Your network or any other electronic storage location;
• destroy all physical Materials or other deliverables provided as part of the subscription; and
• cease using any Services, irrespective of whether log-in credentials continue to function.

9.5.3 Notwithstanding clauses 9.5.1 and 9.5.2, You may keep and use any physical copies of the Reward Strategy magazine that You have acquired via a Membership Service.

9.6 Use of Our Marks (Membership Services)

9.6.1 For so long as you are a Member, subject always to your compliance with these Terms, you may state on your website and publicity/marketing materials that you are a Member at the appropriate level (including displaying any post nominal designations awarded by us) but you must not use our logos, or any other branding (the “Marks”) or in any way imply that you are employed or engaged or endorsed by us unless this is the case, or hold yourself out as having a different level of Membership to that you actually hold, without our prior written consent.

9.6.2 If you obtain our permission to use our Marks, you must exercise it in accordance with our reasonable instructions and branding guidelines from time to time, and in a way that is fair, reasonable and lawful and does not suggest any form of association, approval or endorsement on our part where none exists.

9.6.3 You must not do, or omit to do, any act that will or may weaken, damage or be detrimental to the Marks or the reputation or goodwill associated with the Marks or with us, or that may invalidate or jeopardise any registration of the Marks.

9.6.4 All goodwill derived from your use of the Marks shall accrue to us. We reserve the right to withdraw any permission given pursuant to this clause at any time.

9.6.5 You must not claim to represent publicly our views or to claim our support, without our prior written consent.

9.6.6 A failure to comply with this clause 9.6 shall constitute a material breach of these Terms and we reserve the right to terminate your Membership in accordance with clause 12.1. In such circumstances you will not be entitled to a refund of any kind.

9.7 Disclaimer Regarding Materials and Help Desk Services

9.7.1 We make no warranties or representations as to the accuracy, timeliness, performance, completeness or suitability of the Materials or of any response provided by our help desk (whether in written, verbal, or other form) for any particular purpose. You acknowledge that such Materials and responses from our help desk may contain inaccuracies or errors and we expressly exclude liability for any such inaccuracies or errors to the fullest extent permitted by law.

9.7.2 You should independently verify any information before relying on it. Any communications made by any Member or non-member on the Website or in any other form of media or forum (including any verbal, written and non-verbal communications) is the view of that individual alone and not of us.

9.7.3 Links to third party websites are provided for convenience only and we are not responsible in any way for and have no liability in respect of the content or operation of such websites or the associated organisations.

10. SPECIFIC SERVICE TERMS

10.1 Video Training (Webinars)

10.1.1 If your order includes access to a series of video trainings “webinars”, the following terms apply:

• Your purchase entitles any employee of your organisation (or you as an individual Member) to benefit from the webinars;
• You may be given the opportunity to attend the video training live by registering in advance on our video training delivery platform. Your colleagues may register in a similar manner, subject to our reasonable use policy; and
• You will be provided with login credentials to a web location where you may view any of the webinars on demand and retrieve copies of the accompanying presentation and course notes. Credentials can be shared with others in your organisation in accordance with your Membership Service terms.

10.2 Third Party Publications (Magazines)

10.2.1 If your order is for a product or service that includes a magazine, or similar publication, the following terms apply:

• You give permission to Us to pass your details to the magazine’s publisher to allow them to deliver the magazine and associated communications to You. Any changes to Your address or email must be communicated directly by You to the publisher; and
• The content of the magazine or publication is the sole responsibility of its publisher. You agree that we are in no way responsible for the magazine’s content, or for any actions you may take because of that content.

10.3 Help Desk Service

10.3.1 If your order or Membership includes access to one of our help desk services, the following terms apply:

• the help desk service will be provided between the hours of 8:30 and 17:30 Monday through Friday, except for public holidays in England and Wales. Help desk queries should be raised by phone or by email;
• we will acknowledge your query within 1 working day and notify you if we expect the response to take longer than our standard response time. We will make reasonable endeavours to respond to your query within the timescale indicated in our service description, if applicable, but in any event within 3 working days. However, you agree that we cannot be held responsible if there is any delay in our response;
• the helpdesk will be staffed by knowledgeable individuals with the appropriate skills and experience to manage your query either directly or through our network of industry experts, but we cannot guarantee a response from a specific individual;
• we will make reasonable endeavours to provide an accurate response to your query, provided it is on an appropriate topic. However, if the topic of the query is unusual or very complicated it may not be possible to respond fully or at all within this service. In this case we will make reasonable endeavours to provide a quote to answer the query using our consultancy service; and
• You acknowledge that our responses are provided “as-is” with no warranty regarding completeness or accuracy. You agree that we cannot be held responsible for any actions you do or do not take as a result of our response to your queries.

11. LIMITATION OF LIABILITY AND WARRANTY

11.1 Exclusions from Limitation

11.1 Nothing in these Terms shall exclude or in any way limit our liability to the extent that it cannot be excluded or limited as a matter of law.

11.2 Limitation of Liability

11.2.1 Subject to clause 11.1, we shall not be liable under or in connection with these Terms for:

• any loss of profit, or any indirect or consequential loss arising under or in connection with our obligations under these Terms;
• any action, inaction and/or failure to perform of any third party;
• any loss or damage that is not foreseeable;
• loss of income;
• loss of business profits or contracts;
• business interruption;
• loss of the use of money or anticipated savings;
• loss of information;
• loss of opportunity, goodwill or reputation;
• loss of, damage to or corruption of data; or
• any indirect or consequential loss or damage of any kind howsoever arising and whether caused by tort (including negligence), breach of contract or otherwise.

11.2.2 We shall under no circumstances be liable to you for your inability to use our online services for whatever reason, including but not limited to any unanticipated or unscheduled downtime or our suspension of your account.

11.2.3 We are not responsible for:

• you misusing the Website or any other part of the Services in any way (including you undertaking any inappropriate, unlawful or immoral activity); and/or
• us or other Members acting on materials or communications which purport to have been made by or on behalf of you but which have been created or sent by: (i) a third party purporting to act in your name; or (ii) a person who has lawful access to the Services but who exceeds his or her authority, regardless of whether such losses arise in contract, tort, negligence, breach of statutory duty or otherwise.

11.2.4 The TPC Services may include features or functionality that use artificial intelligence, machine learning, or automated decision-making technologies (“AI Features”). You acknowledge and agree that AI Features may produce outputs that are probabilistic, predictive, or based on statistical inference and may not always be accurate, complete, or appropriate for all contexts. TPC provides no guarantee or warranty that outputs of AI Features will be free from errors, omissions, or inaccuracies. To the maximum extent permitted by law, TPC shall not be liable for any loss, damage, or claim arising from or in connection with your reliance on the outputs of AI Features, unless such loss or damage arises as a direct result of TPC’s gross negligence or wilful misconduct. You are responsible for independently evaluating the suitability and accuracy of any AI-generated outputs before relying on or using them in business decisions, workflows, or communications.

11.3 Cap on Liability

11.3.1 Subject to clauses 11.1 and 11.2, our total liability to you in respect of all other losses arising under or in connection with the agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed:

• the Fees for the product or service in respect of which the costs have been incurred;
• in respect of Membership Services, a sum equal to 100% of the Membership Fee paid by you in the twelve months preceding the occurrence of your claim; or
• the value of any insurance policy we may have which will cover Our liability to You,

whichever may be the higher.

11.3.2 You undertake at all times to mitigate any such damage or loss.

11.4 Warranty

11.4.1 We warrant that the Courses, study programs, Materials and Services will be provided using reasonable care and skill.

11.4.2 Notwithstanding clause 11.4.1, all Materials and Services are provided “as-is”. We do not warrant that the Services will be uninterrupted.

11.4.3 Except as set out in these Terms, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from these Terms. These Terms do not and shall not affect any consumer statutory rights you may have.

12. TERMINATION AND SUSPENSION

12.1 Our Right to Terminate or Suspend

12.1.1 Without affecting any other rights and remedies which we may have and without liability to you for any losses which may result, we may terminate your access to our Services, Courses, or Membership immediately, or suspend your entitlement to any of the Services, if:

• in our sole opinion, you materially or repeatedly breach any of these Terms; or
• if you make an arrangement with or assignment in favour of your creditors or go into liquidation (other than a voluntary liquidation for the purposes of amalgamation or reconstruction) or have a receiver or administrator appointed over your property or assets or any part thereof, or cease (or threaten to cease) trading (or if any analogous event occurs in your jurisdiction).

12.2 Consequences of Termination

12.2.1 If we terminate your Membership or access to Services for any of the reasons set out in clause 12.1, unless otherwise authorised by us in writing:

• your right to use our Website and the Services shall cease with immediate effect, and we may take all steps as we consider necessary to implement this (including, without limitation, terminating your access to and use of any membership only areas of our Website and Services and invalidating any relevant access details);
• you shall not hold yourself out as being a Member or subscriber to our Services; and
• you must immediately pay to us any sums due under these Terms.

12.2.2 If we need to terminate your access or suspend your access to any of the Services for any of the reasons set out in clause 12.1, we will inform you of our decision to do so as soon as reasonably practicable.

12.3 Effect of Termination

12.3.1 Termination for whatever reason of these Terms shall not affect:

• any rights, liabilities or obligations which accrued before such termination (including without limitation the right to claim damages in respect of any breach of the Terms which existed at or before the date of termination);
• any right to payment of fees; and
• any of these Terms that are expressly or by implication intended to continue in force on or after termination of these Terms.

13. DATA PROTECTION

13.1 Processing of Personal Data

13.1.1 We need to process personal information about you and your Users to enable us to provide our products and services. By entering into these Terms you acknowledge that we will collect and process your personal data as necessary for our performance of these Terms on the basis set out in our Privacy Policy in force from time to time and available on our Website.

13.2.2 Agreement to the processing of your Personal Data is a condition of acceptance onto any of our products or services. By submitting an order or Membership application, you signify agreement to this processing.

13.2 Roles and Responsibilities

13.2.1 The parties agree that you will be the Data Controller and we will be the Data Processor in relation to such Personal Data. You warrant and represent that:

• you are entitled to transfer such Personal Data to us to lawfully allow us to process the Personal Data in accordance with these Terms; and
• you will process the Personal Data in compliance with all applicable laws, enactments, regulations, orders, standards and other similar instruments.

13.2.2 Consequently, we will not be liable for any claim brought by a Data Subject arising from any action or omission by us, as Data Processor, to the extent that such action and omission resulted from your instructions.

13.3 Security Measures

13.3.1 We agree to take appropriate technical and organisational measures, having regard to the state of technological development, the cost of implementing any measures and the nature of the Personal Data to be protected, to protect such Personal Data from unauthorised or unlawful processing and against accidental loss or destruction of, or damage to, such Personal Data. Without limitation, we may disclose such information to the extent required to do so by law or by the order of any competent authority.

13.4 Definitions

13.4.1 Capitalised terms used in this clause and not defined elsewhere shall have the meanings given in applicable data protection legislation including the Data Protection Act 2018 and the UK General Data Protection Regulation.

13.5 Use for Communications

13.5.1 We may need to use your Personal Data in order to communicate electronically with you or your Users to provide the products or services you have purchased from us. Examples of such communications include joining instructions and appraisals for our Courses, information about, and delivery of, Membership products such as webinars and the help desk, general membership information and administration, and information about and delivery of our newsletter.

13.5.2 Agreement to the use of your Personal Data for these communications is a condition of acceptance onto any of our products or services. By submitting an order, you signify agreement to this usage. Whilst you can opt out of our marketing communications via our preference centre, you will not be able to opt out of these contractual communications.

14. EVENTS OUTSIDE OUR CONTROL (FORCE MAJEURE)

14.1 Force Majeure Events

14.1.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these Terms that is caused by an event outside our reasonable control, including without limitation changes in applicable laws, actions or delays by any government authority, acts of God, floods, lightning, storm, fire, explosion, war, military operations, acts or threats of terrorism, strike action, lock-outs or other industrial action or a pandemic, epidemic or other widespread illness (“Force Majeure Event”).

14.2 Effect of Force Majeure

14.2.1 Our obligations under these Terms will be suspended for the period that the Force Majeure Event continues, and the time to perform these obligations shall be extended for the duration of that period. We will take reasonable steps to bring the Force Majeure Event to a close or to find a solution by which our obligations under these Terms can be performed despite the Force Majeure Event.

14.2.2 When a breach is caused by circumstances beyond our reasonable control, we will contact you as soon as reasonably possible to notify you of it, and our obligations under these Terms will be suspended for the duration of those circumstances.

15. INDEMNIFICATION

15.1 Your Indemnification Obligations

15.1.1 You will defend, indemnify, and hold harmless us, our employees, officers, directors, and representatives from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to:

• breach of these Terms or violation of applicable law by you;
• any third-party claim concerning your use of the products or services.

15.2 Our Indemnification Obligations

15.2.1 We will defend, indemnify, and hold harmless you, your employees, officers, directors, and representatives from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to any unaffiliated third party claim that our Services infringe its patent, copyright or trademark or makes unlawful use of its trade secret.

15.2.2 If we reasonably believe that a claim under this clause may bar your use of the Product or Service, we will seek to: (i) obtain the right for you to keep using it; or (ii) modify or replace it with a functional equivalent and notify you to stop use of the prior version. If these options are not commercially reasonable, we may terminate your rights to use the Product or Service and then refund any advance payments for unused Membership rights.

15.3 Indemnification Process

15.3.1 Each party will promptly notify the other on receipt of any claim subject to clause 15.1 or 15.2 (as the case may be) but failure to promptly notify the other party will only affect the failing party’s obligations to the extent that the failure prejudices the other party’s ability to defend the claim.

15.3.2 The defending party may: (a) use counsel of their own choosing to defend against any claim; and (b) settle the claim as they deem appropriate, provided that they obtain the other party’s prior written consent, not to be unreasonably withheld, before entering into any settlement.

16. CONFIDENTIALITY

16.1 You may use our confidential information only in connection with your use of the products and services as permitted under these Terms. You will not disclose our confidential information during the Term or at any time during the 5-year period following the end of the Term. You will take all reasonable measures to avoid disclosure, dissemination or unauthorised use of our confidential information, including, at a minimum, those measures you take to protect your own confidential information of a similar nature.

17. CHANGES TO THESE TERMS

17.1 Modifications

17.1.1 We may modify these Terms (including any supplemental terms or policies) at any time to reflect changes in or to:

• relevant laws or regulatory requirements;
• security, technical or operational issues;
• the operation of our Website and/or Services; or
• our business.

17.1.2 If we update these Terms, we will post a revised version of the Terms, and a summary of our changes, on our Website. We may also email you with information on those changes.

17.1.3 The modified terms will become effective upon posting or, if we notify you by email, as stated in the email message. By continuing to use the Services after the effective date of any modifications to these Terms, you agree to be bound by the modified terms.

18. COMPLAINTS AND FEEDBACK

18.1 If you have any complaints, please send them to us at the address given on the ‘Contact us’ section of our Website. We would like to hear from you so we can continue to improve our service.

19. GENERAL

19.1 Entire Agreement

19.1.1 Your order, any Booking Form and these Terms constitute the entire agreement between you and us. Any advertising or descriptions of the Services (for example, on our Website) are published for illustrative purposes only and shall not form part of the Terms.

19.2 Assignment

19.2.1 You agree that we may transfer our rights under these Terms to any company, firm or person provided that your access to Services will not be adversely affected as a result of such transfer. If we need to, we will contact you in advance of such transfer. You may not assign your rights under these Terms without our prior written consent.

19.3 Waiver

19.3.1 If we fail, at any time while these Terms are in force, to insist that you perform any of your obligations under these Terms, or if we do not exercise any of our rights or remedies under these Terms, that will not mean that we have waived such rights or remedies and will not mean that you do not have to comply with those obligations. If we do waive a default by you, that will not mean that we will automatically waive any subsequent default by you. No waiver by us of any of these Terms shall be effective unless we expressly say that it is a waiver and we tell you so in writing.

19.4 Severability

19.4.1 If any court or competent authority decides that any of the provisions of these Terms are invalid, unlawful or unenforceable to any extent, such Term will, to that extent only, be severed from the remaining terms, which will continue to be valid to the fullest extent permitted by law.

19.5 Third Party Rights

19.5.1 A person who is not party to these Terms (including without limitation your Delegates/Students/Users) shall not have any rights under or in connection with them under the Contracts (Rights of Third Parties) Act 1999. These Terms govern the relationship between you and us. No other person shall have any rights to enforce any of the Terms.

19.6 Governing Law and Jurisdiction

19.6.1 These Terms shall be governed by the laws of England and Wales and you and we both agree to the exclusive jurisdiction of the courts of England and Wales.

Last Updated: 17 February 2026

Contact Information: The Learn Centre Limited, 3 Shortlands, London, England, W6 8DA

For queries: info@thepayrollcentre.co.uk