Terms & Conditions
General Terms and Conditions
1. Definitions and Interpretation
1.1 In these Conditions, unless the context does not so permit the following expressions have the following respective meanings:
1.1.1 “Babington” means [Babington Limited];
1.1.2 “Babington Premises” means any premises used by Babington from time to time for the delivery of Courses;
1.1.3 “Classroom Learning Course” means a Course provided by or on behalf of Babington through the delivery of teaching and instruction to the Student at Babington Premises and requiring the attendance of the Student at Babington Premises for that purpose;
1.1.4 “Conditions” means these Terms and Conditions;
1.1.5 “Contract” means the specific individual agreement between the Student and Babington for the provision by Babington of a Course;
1.1.6 “Course” means the programme of education or training provided by Babington;
1.1.7 “Course Fees” means the fees payable by the Student in consideration of his or her enrolment on the Course;
1.1.8 “Course Materials” means educational materials, of whatever kind and in whatever form, provided by Babington to the Student for the purposes of delivering the Course;
1.1.9 “Distance Learning Course” means a Course provided by Babington to the Student either through the sending of Course Materials by electronic mail or post, or the granting to the Student access to Course Materials via an online learning portal, or some combination of the two. Some courses may require the Student to attend an awarding-body approved examination centre for examinations;
1.1.10 “Employer” means the person, firm or corporation by whom the Student is employed or engaged;
1.1.11 “Student” means the individual person who has enrolled, or makes application to enroll, on a specific Course;
1.1.12 “Website” means the website babington.co.uk, or any other website we may designate;
1.1.13 “Working Day” means any day except Saturday, Sunday or any bank, customary, public or statutory holiday in England and Wales;
1.2 Words in these Conditions denoting the singular include the plural and vice versa, and a reference to any gender includes a reference to all other genders.
1.3 References in these Conditions to “writing” include facsimile or e-mail and the expression “written” shall be construed accordingly.
1.4 References in these Conditions to any statute, statutory instrument, regulation, order or licence are references to that statute, statutory instrument, regulation, order or licence as substituted, varied or re-enacted from time to time.
1.5 The headings in these Conditions are for convenience only and shall not affect the construction of these Conditions.
1.6 The words “include” and “including”, where used in these Conditions, shall be construed as if immediately followed by the words “without limitation”.
1.7 “Contract Start Date” means the next working day after the Formation Date when you will receive access to these terms and conditions by email.
1.8 “Formation Date” means the date you made your purchase.
2. Status of these Conditions and the Contract
2.1. The provision of the Course by Babington to the Student is made in accordance with and subject to these Conditions.
2.2. The provision of the Course by Babington to the Student will be the subject of a separate Contract. If enrolment is applied for by the Student under Condition 3.1.1 the parties to the Contract will be Babington and the Student, and if enrolment is applied for by Babington under Condition 3.1.2 the parties to the Contract will be Babington and the Employer.
2.3. If, under Condition 2.2, the parties to the Contract are Babington and the Employer, the Employer shall procure that the Student fulfils all of the obligations and responsibilities of the Student as set out in these Conditions and such obligations and responsibilities shall be read and construed accordingly.
2.4. The Contract will be deemed to be in force the working day after the day you indicate your acceptance (indicated by you ticking the box entitled I have read and understood the terms and conditions). Subject to your “Right to Cancel”, this agreement is not cancellable. By entering into this agreement you have informed Babington in relation to any disability (as defined by the Equality Act 210) which will reasonably affect your ability to study.
3.1. In order to make a valid application for enrolment on the Course either:-
3.1.1. The Employer must in the first instance make application directly with Babington by telephone, and thereafter must comply with whatever specific enrolment procedures are required by Babington.
3.2. Any Application Form which has not been fully completed, or in any respect incorrectly completed, shall be deemed automatically to have been rejected by Babington.
3.3. Babington reserves the right to reject at its discretion any application for enrolment on a Course.
3.4. By making an application for enrolment:-
3.4.1. The Student or the Employer (depending on which is the party to the Contract) is deemed unconditionally to have accepted these Conditions; and
3.4.2. The Student declares that the information supplied on the Application Form is complete and accurate. The provision of incorrect, incomplete or misleading information, even if done inadvertently, will be treated as a material breach of the Contract, in which event Conditions 3.2 and 3.3 will apply.
3.5. Once enrolment of the Student on the Course has been completed and the Course Fees paid, Babington shall not be liable to make any refund to the Student or to the Employer if the Student subsequently withdraws from the Course, except to the extent that these Conditions expressly provide that a refund shall be made.
3.6. If the Course includes tutor support, Babington may, at its sole discretion, permit deferral of the Course, should the Student or Employer request such deferral following the enrolment of the Student on the Course, for a period of up to twelve months.
3.7. Enrolment on a Course is personal to the individual Student who has applied, or on whose behalf application has been made, for enrolment and the right of the Student to participate in the Course is under no circumstances transferrable to any other individual.
4. Course Fees, Invoicing and Payment
4.1. Subject to Condition 4.3, the Course Fee is the fee for the Course, as advertised by Babington on the Website and any other current literature published by it, or as notified by Babington to the Employer, on the date on which the Student or the Employer applies for enrolment of the Student on the Course.
4.2. Where Babington receives funding from a UK Government agency through an apprenticeship or similar programme with respect to the participation of the Student on the Course, Babington may at its discretion reduce the Course Fee in order to take account of available funding, subject to the compliance by the Employer and the Student of such terms and conditions as are applicable to the relevant programme, details of which will be provided during the enrolment process.
4.3. The Course Fee as determined pursuant to Condition 4.1 is, unless expressly stated otherwise, inclusive of VAT (if applicable).
4.4. If for any reason the Course Fee is incorrectly stated by Babington, Babington reserves the right to charge the correct Course Fee. In that event Babington will notify the Student and the Student may, if unwilling to pay the correct Course Fee, withdraw his or her application without incurring any liability to Babington by notifying Babington in writing, and in such event Babington will reimburse the Student in respect of all monies previously paid within [ten (10) Working Days of receipt of notification from the Student.
4.5. The Course Fee covers the provision of the Course, including all tuition and Course Materials, but, unless expressly stated otherwise by Babington, excludes any sums payable by the Student or the Employer to any relevant professional or governmental body, including student registration fees, exemptions and examination entry fees. It is the responsibility of the Student or the Employer to ensure the payment of any such sums directly to the body in question and Babington accepts no responsibility or liability whatsoever to the Student or Employer for the payment of any such sum or for the consequences of any such sum not being paid by the applicable due date for payment.
4.6. If the Contract has been entered into by the Employer, the Employer is responsible for the payment of the Course Fee. In that event the following provisions will apply:-
4.6.1. Babington will submit an invoice for the Course Fee to the Employer and may do so at any time after the acceptance by Babington of the Student’s application for enrolment on the Course;
4.6.2. Unless otherwise agreed in advance between Babington and the Employer, the Employer shall make payment in full of the Course Fee and any other sums due to Babington, without deduction or set-off, at or before the end of the credit period specified on the invoice;
4.6.3. If Babington and the Employer have agreed alternative terms, the Employer shall make payment in full of the Course Fee and any other sums due to Babington, without deduction or set-off, at or before the end of the agreed credit period;
4.6.4. Notwithstanding the provisions of Conditions 4.6.2 and 4.6.3 if the Course is a Classroom Learning Course the Employer must pay the Course fees to Babington in full, without deduction or set-off, before the commencement of the Course;
4.6.5. The Employer will remain responsible for the payment of the Course Fee in the event of the termination for any reason or expiry of its contract of employment with the Student; and
4.6.6. Without limiting the rights of Babington under Condition 16.1.2, if the Employer fails to make any payment due under the Contract in cleared funds on or before the date on which it falls due (as determined in accordance with Conditions 4.6.2 or 4.6.3, whichever applies) Babington shall be entitled to:-
220.127.116.11. Suspend the provision of the Course to the Student; and
18.104.22.168. Charge the Employer interest on the outstanding sum at the rate specified from time to time in the late payment of Commercial Debts (Interest) Act 1998 from the date the payment became dueuntil actual payment is made irrespective of whether the date of payment falls before or after the date of any judgment or award in respect of the same; and
4.6.7. Payment must be made in Sterling by cheque, bank transfer, debit or credit card or, if applicable, such method of payment as has been agreed in advance between Babington and the Employer. In the event of a cheque being dishonoured, the Employer shall pay to Babington the sum of £20 to cover administration and bank charges.
4.7. If the Contract has been entered into by the Student, the Student is responsible for the payment of the Course Fee. In that event the following provisions will apply:-
4.7.1. Babington will submit an invoice for the Course Fee to the Student and may do so at any time after the acceptance by Babington of the Student’s application for enrolment on the Course;
4.7.2. The Student must pay the Course fees to Babington in full, without deduction or set-off, before the commencement of the Course or the despatch of the Course Materials; and
4.7.3. Payment must be made in Sterling by cheque, bank transfer, debit or credit card. In the event of a cheque being dishonoured, the Student shall pay to Babington the sum of £20 to cover administration and bank charges.
4.7.4. Where payment of the Course Fee is made by debit or credit card, Babington will debit the Course Fee following its acceptance of the application for enrolment.
4.8. Except where Condition 4.4 applies, no refund of the Course Fee will be made by Babington once paid.
4.9. Babington, may from time to time, offer promotional discounts which are subject to the following terms and conditions:
4.9.1. The promotional discount is only applicable to those courses clearly identified as being discounted at the time of the promotion;
4.9.2. Any promotional discount rates are in comparison to the most recent price that has been available for at least 28 consecutive days or more within the 6 months prior to the promotion being advertised;
4.9.3. Discounted or promotional course fees are only available if payment is made in full at the time of booking;
4.9.4. Promotional discounts cannot be used after an order has been placed; or in conjunction with any other offer or discount;
4.9.5. Promotional discounts are non-transferable, not for resale and not redeemable for cash;
4.9.6. Babington reserve the right to suspend or terminate any promotion or discounted courses without prior notice.
4.10 Babington may from time to time, offer price match discounts which are subject to the following terms and conditions:
4.10.1. Babington will offer to match the following major training providers; Training Link, ICS Learn, Kaplan, Eagle Education, Avado
4.10.2. The price match is only applicable to commercial funded courses and does not includes courses either funded, or partially funded through government funding.
4.10.3. The price match applies to the competitors fixed advertised price and is not applicable for discounted, promotional or sale prices
4.10.4. Excludes examination and membership fees
4.10.5. The competitors course must be identical to ours and offered on the same terms
4.10.6. We must be able to verify the competitors price and terms
4.10.7. Promotional discounts are non-transferable, not for resale and not redeemable for cash
4.10.8. Babington reserve the right to suspend or terminate any promotion or discount without prior notice
5. Your Right To Cancel
5.1 You have a right to a 14 day “cooling off” period (commencing on the contract start date) during which time you may cancel. Notice to cancel must be made in writing and sent by recorded delivery post. Any material must be returned in an “as new” condition within 7 days of receipt. You shall be deemed to be proceeding with this agreement once the “cooling off” period has elapsed. You shall be deemed to have lost the right to cancel within this period once performance of the services under this contract have begun, which shall include any access by you to the online learning portal.
6. Course Materials
6.1 Babington warrants that all Course Materials will, in all material respects, be of sufficient quality and comprehensiveness to enable the Student to participate fully in the Course but does not guarantee that they will be completely free of error.
7. Conditions Specific to Distance Learning Courses.
7.1. The provisions of this Condition 7 apply only to Distance Learning Courses.
7.2. For Distance Learning Courses, Babington will, unless otherwise agreed, dispatch such of the Course Materials as are in hard copy, and make available for download by the Student the remainder of the Course Materials, at or before the end of the third Working Day after the date on which the Student’s application for enrolment is accepted.
7.3. Babington will despatch such of the Course Materials as are in hard copy by [state method of delivery] to the delivery address specified by the Student when making his or her application for enrolment on the Course, and delivery shall be deemed to have taken place within the following respective timescales:
7.3.1. If the delivery address is within the United Kingdom, at or before the end of the third Working Day following the date of despatch or, if later, the date on which Babington receives full payment for the Course in cleared funds;
7.3.2. If the delivery address is outside the United Kingdom but within the European Economic Area, Switzerland or Croatia, at or before the end of the seventh Working Day following the date of despatch or, if later, the date on which Babington receives full payment for the Course in cleared funds; and
7.3.3. If the delivery address is in any other country, at or before the end of the tenth Working Day following the date of despatch or, if later, the date on which Babington receives full payment for the Course in cleared funds.
7.3.4. The Course Fee includes the cost of delivery unless otherwise expressly specified by BabingtonIf such of the Course Materials as are in hard copy format have not been received by the Student within the respective timescales specified in Condition
7.3, or if such Course Materials are damaged or incomplete in any way, the Student must inform Babington within five (5) Working Days of the deemed date of delivery. If the Student fails to comply with this obligation, the Course Materials in questions will be deemed to have been delivered and to be complete and undamaged.
7.4. Course Materials in hard copy form that are despatched to a delivery address outside the United Kingdom may be subject to import duties and taxes. The payment of such duties and taxes is entirely the responsibility of the Student. Furthermore, it is the responsibility of the Student to comply with all laws and regulations of the country in which the delivery address is situated, including all relevant laws governing the importation of goods.
7.5. The duration of the Course will be limited to the period specified in the Course Materials or as notified to the Student by Babington. Following the end of that period, the Student will no longer have access to the Course Materials.
8. Provisions Specific to Classroom Learning Courses
8.1. The provisions of this Condition 8 apply only to Classroom Learning Courses.
8.2. If the Employer is a party to the Contract, Babington will provide the Employer with updates on the progress being made by the Student, including examination results and attendance records (if applicable), at such times and in such form as the Employer and Babington shall agree.
8.3. Babington will make Course Materials available to the Student on or before the first day of the Course.
8.4. If the Student or, if applicable, the Employer wishes to defer the start of the Course, Babington may (but shall not be obliged to) defer the Student’s participation in the Course on the following conditions:
8.4.1. The Course Fee has been paid in full;
8.4.2. Babington receives notice of the wish to defer the start of the Course not less than five (5) Working Days before the commencement date for the Course as previously notified to the Student or the Employer, as the case may be;
8.4.3. The Student’s participation in the Course may be deferred for a maximum of twelve months;
8.4.4. The Student or the Employer, as the case may be, pays an administration charge of £50; and
8.4.5. if the Course Materials are been updated or revised following the deferment but prior to the Student beginning his or her participation in the Course, the Student or Babington, as the case may, shall pay to Babington the reasonable cost of preparing and issuing the updated or revised Course Materials to the Student.
8.5. If the Student or, if applicable, the Employer wishes to cancel the Contract, Babington may (but shall not be obliged to) accept such cancellation on the following conditions:
8.5.1. Babington receives a written cancellation request not less than ten (10) Working Days before the commencement date for the Course as previously notified to the Student or the Employer, as the case may be;
8.5.2. The Student or the Employer, as the case may be, pays an administration charge of £100; and
8.5.3. the Student must, within seven (7) Working days of the date on which he or she sent the notice of termination to Babington, return any Course Materials in hard copy form previously sent to the Student at the Student’s own risk and expense; and
8.5.4. Any Course Fees previously paid will be refunded in full, less a deduction in respect of the cost of any Course Materials previously supplied to the Student and not returned in accordance with Condition 7.5.3.
8.6. Our classroom-based courses are restricted to UK residents.
9. Assessments and Examinations
9.1. The Student or Employer must make reservations of assessment sessions, examination or eLearning sittings in connection with the Course at least five (5) Working Days in advance, citing the Student’s institute registration number If any), date of birth and, if applicable, full payment of any additional fees. Babington shall not be entitled to confirm any such reservation unless and until the Student or Employer has complied with this Condition 9.1.
9.2. Should the Student wish to re-schedule any assessment, examination, or eLearning sitting previously booked, the Student must be give notice to Babington not less than three (3) Working Days’ in advance of the date on which the assessment, examination, or eLearning sitting was previously scheduled to take place.
9.3. Babington reserves the right to change the date, time or location of any previously-arranged assessment, examination and eLearning date. If the student cannot attend on or at the revised date, time or location then Babington will refund in full to the Student or Employer (as the case may be) any fees previously paid to Babington in respect of such assessment, examination or eLearning date.
9.4. The Student hereby authorises Babington to obtain the Student’s examination results from the relevant professional or award body. If the Student is not a party to the Contract, the Employer must procure such authorisation in writing from the Student in a form acceptable to Babington.
9.5. Babington will inform the Student of the specific requirements of the relevant professional, awarding or examining body as to the timing of attendance at examinations, assessments or eLearning sittings, along with any procedural requirements including those regarding the verification of the Student’s identity, but it is the responsibility of the Student to understand those requirements and to make any individual enquiries regarding those requirements with the relevant professional, awarding or examining body.
10. Changes of course tutors, course dates and locations
10.1 Whilst Babington will use reasonable endeavors to ensure that dates, times, tutors and locations of any Classroom Learning will not be changed, it reserves the right to change any of the same from the details previously supplied to the Student or the Employer at its discretion.
11. Amendments to Courses
11.1. Babington reserves the right to change the nature and content of any Course, or of any Course Materials, from time to time in order to reflect changes in applicable legislation or regulations, new course content determined by awarding bodies or any other matter beyond the reasonable control of Babington.
11.2. In the event of any changes to which Condition 10.1 applies, Babington will use reasonable endeavors to produce revised Course Materials in order to reflect those changes, provided that where the nature and extent of such changes results in a material change in the key characteristics or features of the Course, such that the nature of the Course might reasonably be regarded as having changed fundamentally, Babington shall be entitled to treat the Course as changed as a new and separate Course, for which additional Course Fees will be payable.
12. IT Requirements, Disruption of Access and System Support
12.1. It is the responsibility of the Student or the Employer to ensure that the computer and internet connection that will be used to access the Website and Course Materials platform is in good working order and fit for purpose.
12.2. Babington will publish minimum specification requirements for operating the online learning portal or using the Websites. This will be clearly available on the website.
12.3. Under no circumstances will Babington be responsible or liable for the inability of the Student to gain access to the Website or Course Materials to the extent that this arises as the result of:
12.3.1. any defect, fault or malfunction in any computer equipment or internet connection being used by the Student;
12.3.2. any defect, fault or malfunction in the operation of the internet or worldwide web;
12.3.3. any firewall restrictions imposed by or upon any network or computer being used by the Student in order to gain access to the Website or Course Materials;
12.3.4. the failure of telecommunications links or equipment, or browser issues;
12.3.5. the suspension of access to the Website or Course Materials by Babington, as required by Babington at its discretion from time to time, for the purpose of scheduled or emergency maintenance, repairs and upgrades or to improve performance or functionality neither does Babington guarantee uninterrupted availability of Course Materials or the Website generally.
12.4. In the event of any defect, failure, fault or malfunction in the communications systems being used by Babington operate the Website or to deliver the Course Materials, the following provisions will apply:-
12.4.1. Babington will use reasonable endeavors to provide a solution to the defect, failure, fault or malfunction within five (5) Working Days of the date on which the same is reported by the Student or Employer to Babington;
12.4.2. However, Babington does not guarantee that the support provided will resolve the defect, failure, fault or malfunction in question;
12.4.3. Babington does not accept responsibility for any inability of the Student to gain access to the Website or Course Materials or any interruption to such access arising as the result of any failure by the Student or the Employer strictly to follow any advice or instructions issued by Babington as part of the support provided;
12.4.4. Babington will provide support for the purposes of this Condition 12 between the hours of 9.00am to 5.00pm UK time on Working Days, provided that these times are subject to change at the discretion of Babington, subject to Condition 12.4.5; and
12.4.5. From time to time, it may be necessary for Babington’s information technology systems to undergo periods of downtime for the purposes of essential maintenance or other operational cause. During such periods, Babington will be unable to provide support and shall have no liability to the Student or the Employer in respect of the unavailability of support.
13. Intellectual Property
13.1. All intellectual property rights (including but not limited to copyright) in the Course Materials, the content of the Website and all other documents, information and materials of whatever kind and in whatever form, whether relating specifically to the Course or otherwise are vested absolutely and unconditionally either in Babington or its licensor.
13.2. Babington grants to the Student a personal, non-transferrable, non-exclusive licence, limited in time to the duration of the Course, to use the Course Materials and the documents, information and materials for the purpose of the participation by the Student in the Course but not further or otherwise. The Student shall, and if the Student is not a party to the Contract the Employer shall procure that the Student will, use the Course Materials and the documents, information and materials solely for such purpose and will not copy, make available, re-transmit, reproduce, sell, license, distribute, publish, broadcast or otherwise circulate such materials without the express prior written consent of Babington. The Student shall, or if the Student is not a party to the Contract the Employer shall, fully indemnify Babington and keep Babington fully indemnified from and against any and all loss, damage, costs (including legal costs), expenses or liability suffered or incurred by it as the result of any failure on the part of the Student to observe the requirements of this Condition 13.2.
13.3. Usernames and passwords provided by Babington or created by the Student for the purpose of participating in the Course and gaining access to Course Materials are for the personal use of the Student only and the Student must not disclose or share any of them with any third party.
14. Student Conduct
14.1. The Student must conduct himself or herself at all times with honesty and integrity, and in a manner which demonstrates respect for Babington, its officers and employees, its property, its policies, facilities, fellow students and all others with whom the Student comes into contact as a result of enrolling onto the Course.
14.2. Without limiting the generality of Condition 14.1 the Student must not perform any action or make any statement that might reasonably be expected to bring Babington or any of its officers or employees into disrepute.
14.2.1. In accessing the learning material the Student agrees not to:
14.2.2. Set-up links from any website controlled by you to any of the service or materials without our written permission.
14.2.3. Make any commercial or business use of the learning materials or resell or commercially benefit from any part or aspect of.
14.2.4. Reproduce any of the content (other than that allowed) or commit plagiarism.
14.2.5. Redistribute any of the content.
14.2.6. Impersonate another person or use a false name you are unauthorized to use
14.3. Any failure by the Student to observe the requirements of this Condition 14 shall constitute a material breach of the Contract
15.1. Babington makes no promise, representation or warranty that participation by the Student in the Course will meet any specific requirements of the Student nor achieve any specific outcome or result. Furthermore, all representations, warranties, conditions and other terms (including without limitation, the terms implied by law as to satisfactory quality, fitness for purpose and the use of reasonable care and skill) are hereby excluded in relation to the Course, the Course Materials and the Website to the fullest extent permitted by law.
15.2. The Student and, where applicable, the Employer each acknowledges that the selection of the Course has been made entirely by the Student or, where applicable, the Employer, relying entirely on their own judgement.
15.3. While Babington has exercised reasonable care and skill in ensuring that the material on the Website, in the Course Materials and in any other document or published material produced by it from time to time is correct, Babington does not warrant the accuracy or completeness of such material.
15.4. Subject to Condition 15.5:
15.4.1. Babington’s total liability to the Student and the Employer in connection with any and all claims arising in relation to the Course or the Contract shall not exceed in aggregate the Course Fees actually paid; and
15.4.2. Under no circumstances shall Babington be liable to the Student or to the Employer for any loss of profit, loss of revenue, loss of bargain, loss of business or business opportunity, diminution of goodwill or for any other economic loss (whether direct, indirect or consequential), or for any indirect or consequential loss or damage of any kind.
15.5. Nothing in the Contract shall limit or exclude the liability of Babington:
15.5.1. For death or personal injury resulting from the negligence (as defined in Section 1 of the Unfair Contract Terms Act 1977) of Babington;
15.5.2. For fraud or fraudulent misrepresentation; or
15.5.3. For any matter in respect of which it would be unlawful or illegal to exclude or limit its liability.
16.1. Babington may terminate the Contract at any time with immediate effect by giving notice to the Student or, if the Employer is the other party to the Contract, the Employer, in the event that:
22.214.171.124. the Student or the Employer commits any material breach of the Contract; or
126.96.36.199. the Student is not a party to the Contract but does or omits to do anything which act or omission would, had the Student been a party to the Contract, have constituted a material breach of the Contract and such breach, act or omission, if capable of remedy, is not remedied within five (5) Working Days following the date of receipt by the Student or the Employer, as the case may be, of notice from Babington identifying the breach, act or omission in question and requiring it to be remedied; or
16.1.2. the Course Fee remains unpaid after the time for payment, as determined in accordance with Condition 4, has expired.
16.2. Babington may also terminate the Contract by giving notice to the Student or, if the Employer is the other party to the Contract, the Employer, in the event that it decides to discontinue the Course for any reason.
16.3. In the event of the termination of this Contract pursuant to Condition 15.1:
16.3.1. Babington shall immediately withdraw the ability of the Student to have access to any Course Materials in electronic form or accessible via the Website;
16.3.2. the Student must, within seven (7) Working Days of the effective date of termination, return any Course Materials in hard copy form previously sent to the Student at the Student’s own risk and expense; and
16.3.3. neither the Student nor the Employer shall be entitled to any refund, in whole or in part, of any Course Fees previously paid.
16.4. In the event of the termination of this Contract pursuant to Condition 16.2, Babington shall, within 30 days of the effective date of termination, make a partial refund to the Student or the Employer (as the case may be) of any Course Fees previously paid, such refund to be calculated on a pro rata basis having regard to the proportion of the Course that has already been delivered as at the effective date of termination.
16.5. Termination of the Contract, however arising, shall be without prejudice to the rights or remedies of either party under the Contract which have accrued before, or arise in respect of any event, matter or circumstance occurring before, the effective date of termination.
17. Miscellaneous and General
17.1. The Contract constitutes the entire agreement between the parties and cancels and supersedes any and all previous agreements (whether oral or written, express or implied) between the parties relating to the subject matter of the Contract. Except for the express written terms of the Contract, the parties acknowledge and agree that in entering into the Contract they have not relied on or been induced by any warranty, statement or representation of the other or any other person relating to the Contract.
17.2. None of these Conditions shall be enforceable by a party who is not a party to the Contract, either under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
17.3. Each of these Conditions is to be construed as independent of every other Condition so that the invalidity, illegality or unenforceability of any Condition shall not affect the other Conditions, all of which will remain in full force and effect.
17.4. No variation of the Contract is effective unless it is made in writing, refers specifically to the Contract and is signed by the Student or the Employer (as the case may be) and a duly authorised representative of Babington.
17.5. No omission or delay on the part of either party to the Contract in exercising any right, power or privilege under the Contract shall operate as a waiver by it or of any right to exercise it in future or of any other of its rights under the Contract.
17.6. The Contract shall, as to any of its provisions remaining to be performed in whole or in part or capable of having effect following termination or performance, remain in full force and effect despite termination in accordance with Condition 15.
17.7. Babington shall be entitled to assign the whole or any part of its rights or obligations under Contract, or to sub-contract the whole or any part of its obligations under the Contract without the prior written consent of the Student or the Employer.
17.8. Any notice required to be sent under the Contract will be properly served if sent in writing:
17.8.1. by hand in which case such notice shall be deemed to be served at the time of delivery where it is delivered on a Working Day, and at 09.00 hours on the first Working Day following the day of delivery if it was not delivered on a Working Day or was delivered after 16.00 hours local time;
17.8.2. by first class or recorded delivery post to the address of the party in question given on the Order (or such other address as the parties may notify to each other from time to time) in which case such notice will be deemed to have been served two Working Days after the date of posting; or
17.8.3. by e-mail to the party in question, in which case such notice will be deemed to have been served at the time of delivery where it is sent on a Working Day, and at 09.00 hours on the first Working Day following the day of delivery if it was not sent on a Working Day or was sent after 16.00 hours local time.
17.9. English law shall govern the construction and operation of the Contract and the Parties agree to submit to the exclusive jurisdiction of the English courts.