Terms and Conditions of Sale and Supply
Arrow Education
By placing an Order with Arrow ECS, Customer agrees that these Terms and Conditions of Sales and Supply – Arrow Education shall apply to such Order. Any terms in Customer’s Order are void.
1. Definitions
“Arrow ECS” shall mean Arrow Enterprise Computing Solutions Limited Nidderdale House, Beckwith Knowle, Otley Road, Harrogate, North Yorkshire, HG3 1SA. Registered in England and Wales, Number 03952678.
“Booking Form” shall mean the form that the Customer fills out when seeking the delivery of Educations Services.
“Conditions” shall mean these Terms and Conditions of Sale and Supply – Arrow Education. The Conditions are automatically incorporated into any Order, Booking Form, Confirmation and Contract.
“Confirmation” shall mean Arrow ECS’s written acceptance, acknowledgement or confirmation of an Order or (if earlier) Arrow ECS’s supply of Services to Customer.
“Consents” shall mean all necessary authorisations, consents and registrations required by Data Protection Laws in connection with the execution or performance of these Conditions or a Contract, including, but not limited to, accessing, processing and/or transferring any Customer or Delegate personal data and providing Arrow ECS with copies thereof upon Arrow ECS’s request.
“Contract” shall mean the Booking Form, the Order and these Conditions.
“Customer” shall mean any individual or company who purchases or attends a training given by or on behalf of Arrow ECS and shall include Resellers.
“Data Protection Laws” shall mean, with respect to any controlling or processing of personal data within the United Kingdom, the Data Protection Act 2018, and with respect to processing of personal data in the European Union, all data protection laws, including the General Data Protection Regulation 2016/679 and any equivalent, applicable or associated law regarding data protection, including other regulations and directives covering the same topic and applicable local laws regarding the same.
“Delegate” shall mean any individual who is to attend a training course given by or on behalf of Arrow ECS, and is either the Customer or is nominated by the Customer.
“Delegate Administration” shall mean all course administration, including, but not limited to, booking, payment and other administration necessary for the provision of the Services by Arrow ECS.
“Late Payment Charge” shall mean, when a Contract is in default based on Customer’s failure to pay the Price in accordance with paragraph 4 of these Conditions, a monthly rate of 2% above base rate of Bank of England on any amounts owed by Customer to Arrow ECS until the Contract is paid in full, provided that the rate does not exceed the maximum statutory rate allowable under the applicable law.
“Order” shall mean Customer's order for Education Services as set out in a purchase order form and as further detailed in paragraph 2 of these Conditions. An Order is deemed an offer by Customer to Arrow ECS for said Deliverables.
“Parties” shall mean Arrow ECS and Reseller or, as the case may be, the Customer.
“Price” shall mean, unless otherwise agreed by the Parties in writing, the price payable by Customer to Arrow ECS for the Services as set out in the Confirmation and/or Arrow ECS invoice. This may also be referred to as “fees”.
“Registration Pack” shall mean the combined documents referenced in 3.1.
“Reseller” shall mean any company purchasing training given by or on behalf of Arrow ECS for resale to a Customer. These Conditions shall apply to the Reseller as if they were a Customer unless otherwise provided at paragraph 5.
“Services” or “Education Services” shall mean the education services and/or trainings delivered by Arrow ECS to Customer. Refer to https://edu.arrow.com/uk
2. Services Covered
2.1 These Conditions cover standard, customised and/or tailored courses provided by Arrow ECS or on Arrow ECS’ behalf at training centres or at other locations and Delegate Administration at Arrow ECS training centres. (The Customer is responsible for administration at their own sites). Refer to https://edu.arrow.com/uk
2.2 Additional services/conditions are only valid if agreed by Arrow ECS in writing.
3. Booking Courses
3.1 The completed Booking Form and original Order should be sent educationteam.ecs.uk@arrow.com. Following receipt of these completed documents, Arrow ECS will issue a Confirmation, issue joining instructions and re-issue these Conditions (the “Registration Pack”).
3.2 When Arrow ECS send the Registration Pack the Contract is deemed formed and shall become binding. Arrow ECS may withdraw any invitation or offer made to the Customer at any time prior to the creation of the Contract.
3.3 These Conditions form the exclusive basis on which Arrow ECS will sell or supply, and Customer will purchase, Services under a Contract. The Parties agree that no trade, custom, usage, practice or course of dealing will govern or supplement their Contract. The Parties have no other agreements or oral agreements regarding the subject matter of these Conditions or with respect to any Contract. Any term or condition of Customer, however expressed (orally, in writing, in an Order, etc.), are void and shall in no way govern the Parties’ Contract. To the extent there is any conflict the order of precedence shall be as follows: (i) the Contract and (ii) the Conditions.
4. Payment Terms
4.1 Customer will be invoiced for the Price on the start date of the course and payment will be due within 30 days of the date of the invoice. Alternatively, Arrow ECS may instead choose to issue an invoice for the Price following formation of the Contract as set forth in paragraph 3.2 where payment will be due immediately.
4.2 The Price shall be paid in full without any deduction or withholding (other than any that are required by law), and Customer shall not assert any set-off or counterclaim against Arrow ECS.
4.3 If Customer fails to pay the Price within the time stated in paragraph 4.1, the Contract shall be considered in default.
4.4 While the Contract is in default, Arrow ECS may assess a Late Payment Charge. The Parties agree that the Late Payment Charge represents a fair attempt to recompense Arrow ECS for associated costs, lost business opportunity and administrative burdens associated with late payments, and Customer covenants that it will not challenge these Late Payment Charges in any forum. The Parties agree that if for any reason the interest rate is declared to be unlawful, the Late Payment Charge should be reduced to the maximum amount allowed by law.
4.5 Where the Price has not been timely received Arrow ECS reserve the right to suspend Services completely or in part and to remove a Delegate from a course or reject the Delegate from course they are about to attend.
4.6 Accepted payment methods will be advised to you by Arrow ECS and may be: cheque, payable to Arrow Enterprise Computing Solutions Limited, credit card (Mastercard or Visa) or bank transfer. Information about the intended payment method should accompany the Booking Form. Upon receipt of payment, a tax invoice will then be issued to Customer.
5. Resellers: this paragraph shall apply to Resellers only
5.1 The Reseller shall be responsible for Delegate Administration and shall provide Arrow ECS with all necessary details. Arrow ECS do not accept responsibility for errors made by the Reseller in Delegate Administration.
5.2 The Reseller shall indemnify Arrow ECS against any losses incurred by Arrow ECS arising out of the Reseller's act, omission, or default in relation to these Conditions and any cancellation.
6. Course Fees
6.1 Fees include tuition, training materials, dedicated technical environment, lunch and drinks, all depending on the course description.
6.2 Arrow ECS shall not be responsible for any travel, accommodation or other expenses. We do not take responsibility for hotel quality.
6.3 Advertised fees exclude VAT, the payment of which must be made if applicable.
7. Cancellation & Rescheduling
7.1 Refunds will be given for cancellations made by the Customer where Arrow ECS receive written notice at least 11 working days prior to course start date. The full course fee must be paid to Arrow ECS if cancellation is received any time after that.
7.2 Cancellation refers to a specific course date. A transfer to a later course will be treated as a cancellation. Customers who book courses through a Reseller should make any changes to their booking via the Reseller.
7.3 If the course is at a Customer’s site, any costs incurred due to re-scheduling will be charged in full regardless of any notice given prior to the course start date.
7.4 Instead of re-scheduling a course, the Customer may exchange a Delegate without additional cost if the exchanged Delegate meets the course prerequisites.
7.5 All course placements must be completed within 6 months of Order date.
7.6 Arrow ECS reserve the right to cancel a course, but will try to minimise disruption if, in Arrow ECS’s discretion, it is practical.
7.7 Arrow ECS may offer a Delegate who is cancelled from a course through no fault of his/her own, attendance on the next scheduled occurrence of that course and which has an available space but shall not be obliged to do so. Where the Parties are unable to agree a rescheduled date, the course fees shall be refunded. Arrow ECS will notify the Customer of cancellation 10 days prior to the course start date or otherwise as soon as reasonably possible.
8. Delegate Preparation
8.1 Customers shall inform Delegates of course prerequisites and materials in preparation for the course.
8.2 Customers shall ensure that Delegates act reasonably on the course and abide by all security and safety measures at the training location.
8.3 Arrow ECS may remove a Delegate from a course where they do not adhere to standards and/or behave unreasonably. If the incident causes Arrow ECS financial loss, the Customer shall ensure that the Delegate's company or the Delegate's employer indemnifies Arrow ECS.
9. Warranty
9.1 Arrow ECS warrant that it will deliver the Services in an appropriate and professional manner and with reasonable care and skill in connection with the terms of the Contract and the Registration Pack.
9.2 Arrow ECS reserve the right (at its sole discretion) to re-perform any Services which have been defectively performed or otherwise refund the Price of such Services as set out in the Contract.
9.3 Any Delegate not satisfied with training can re-take the course free of charge provided that:
9.3.1 Arrow ECS are in reasonable agreement with Customer that the Services were not performed in accordance with the standards of 9.1
9.3.2 Delegates must advise their trainer either during or immediately after the course, provide feedback on the course critique sheet and request a free course re-take.
9.3.3 Free course re-take is only applicable to the same Delegate attending the same course within 3 months of the original course date. Dates are subject to availability.
9.3.4 Delegates are required to bring their original course materials for use during the course re-take.
9.4 CUSTOMER ACKNOWLEDGES THAT, EXCEPT AS SPECIFICALLY SET FORTH OR REFERRED TO HEREIN, AND TO THE EXTENT PERMITTED BY LAW, ARROW ECS MAKE NO WARRANTY AND EXPRESSLY EXCLUDE OTHER REPRESENTATIONS OR WARRANTIES REGARDING THE SERVICES, EXPRESS OR IMPLIED, EXCEPT AS SET FORTH HEREIN, ARROW ECS EXCLUDE ALL WARRANTIES, CONDITIONS OR OTHER TERMS IMPLIED BY STATUTE, COMMON LAW OR OTHERWISE TO THE FULLEST EXTENT PERMITTED BY LAW. BOTH PARTIES ACKNOWLEDGE THE REASONABLENESS OF THESE EXCLUSIONS.
10. Limitations and Exclusions
10.1 Nothing shall limit Arrow ECS’s liability for death, personal injury or fraudulent misrepresentation. Arrow ECS’s liability for damage to the Customer's property caused by Arrow ECS’s gross negligence shall not exceed 100,000 GBP.
10.2 Subject to paragraph 10.1, Arrow ECS’s liability for all claims made by the Customer shall not exceed the Price paid for the Services under the relevant Order, however that liability arises (including, without limitation, breach of contract, tort, misrepresentation or breach of statutory duty).
10.3 Under no circumstances shall Arrow ECS be liable in contract tort or otherwise for any claim, damage, loss or costs in respect of: loss of profit; loss of savings; indirect or consequential loss or damage, howsoever caused, including without limitation, loss of business, goodwill or reputation and/or any wasted expenditure.
10.4 Without prejudice to this paragraph 10, Arrow ECS will not be responsible for viruses damage caused by unauthorised copying of files. The Customer is ultimately responsible for such property.
11. Data Processing
11.1 The Parties shall comply with all Data Protection Laws in respect of controlling or processing of the personal data.
11.2 Where a Party processes personal data for the other, the said processing Party shall maintain appropriate security measures and appropriate technical and organisational measures against the accidental, unauthorised or unlawful processing, destruction, loss, damage or disclosure of personal data and process personal data received from the other only in accordance with the other’s instructions.
11.3 Customer represents and warrants that it will only disclose personal data after the Consent of the Customer and Delegates has been obtained in accordance with the authorisation set out herein. Under the authorisation, Arrow ECS and their sub-processors may directly process the data.
11.4 Customer shall provide Arrow ECS with such other documentation and information on request and as necessary for Arrow ECS to provide the Services and to comply with its data processing and collection obligations under this paragraph 11.
11.5 Customer shall indemnify, defend and hold harmless Arrow ECS in respect of all losses, damages, costs and expenses howsoever incurred by Arrow ECS as a result of any breach and/or failure to strictly comply with this paragraph 11.
12. Confidentiality
12.1 It is understood and agreed that these Conditions and any Contract are confidential, and no dissemination, news release, advertisement or public announcement, or denial or confirmation of the same, concerning any part of the subject matter of these Conditions and any Contract will be made by either Party without the prior written consent of the other party in each instance.
12.2 The Parties acknowledge that during the term hereof, each Party may receive or become aware of confidential, secret of proprietary information pertaining to the other Party and its operations (including without limitation information with respect to bidding, pricing, suppliers and customers, or lists thereof, know-how, research, development and manufacturing, internal operations, inventory control, data processing, technical data and other procedures or systems) and that disclosure of such information would materially and adversely affect the affected Party. Each Party agrees to maintain such confidentiality and secrecy and not to disclose any such proprietary information which is so marked or designated as confidential or could reasonably be deemed to be so by reason of the disclosure or information itself to any person, firm or other entity or to utilise the same in any manner or form, except and to the extent that (i) disclosure is required by law, regulation or court order, or enters into the public domain through no fault of the Party obligated to maintain such confidentiality or (ii) it may be expressly required by the terms of these Conditions or a Contract. Notwithstanding anything to the contrary, Arrow ECS shall have the right to share such information with vendors/third-party licensors of the Services to the extent necessary to perform under these Conditions and a Contract. The confidential provisions set forth herein will survive any termination of these Conditions or any Contract for a period of three (3) years.
12.3 The Parties explicitly agree that the Price and Education Services materials material shall be absolutely confidential and shall not be shared with any third party for any reason.
13. Compliance
Customer understands that the Services, commodities, software and/or technology purchased or received from Arrow ECS may be subject to export, re-export, or other restrictions under the laws of the country of manufacture, the country of the seller/distributor and the country in which the Customer resides. Customer agrees to abide by all applicable laws and regulations relating to the export and re-export of such commodities, software and/or technology and the direct products thereof in relation to goods/Services obtained by Customer.
14. Other
14.1 Customer may not assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights under a Contract and may not subcontract or delegate in any manner any or all of its obligations under a Contract to any third party.
14.2 Arrow ECS reserve the right to sub-contract or assign any part of any work or supply of any Services or any other rights of obligations arising under these Conditions or a Contract.
14.3 Customer agrees that all intellectual property, including copyright, servicemarks and trademarks relating to the course materials and instruction methods remain the sole property of Arrow ECS or Arrow ECS’s vendors/third-party licensors. Copying of course materials is not allowed unless agreed in writing by Arrow ECS.
14.4 These Conditions and the Contract shall be governed exclusively by the internal laws of England and Wales and both Parties submit to the exclusive jurisdiction of the English courts.
14.5 If any of the provisions of the Contract are found to be unenforceable the remaining provisions shall not be affected.
14.6 Except as expressly stated no rights enforceable by a third party are created and no term of this Contract is enforceable under the Contracts (Rights of Third Parties) Act 1999. This does not affect any right or remedy of a third party which exists apart from the aforementioned Act.
14.7 Each Party is independent. and nothing shall make either Party the agent of the other Party.