TERMS AND CONDITIONS FOR CERTIFICATION TRAINING

Your attention is particularly drawn to the provisions of clause 10 (Limitation of liability).

About us
1. Company details. DUCO TECHNOLOGY LIMITED (company number 05686389) (we and us) is a company registered in England and Wales and our registered office is at 29 Clerkenwell Road, London EC1M 5RN. Services may be delivered by us or one of our affiliates, including DUCO TECHNOLOGY, INC. with a main place of business at 9 East 40th Street, Floor 6, New York, NY 10016, USA.
2. Contacting us. To contact us, please email us at training@du.co. How to give us formal notice of any matter under the Contract is set out in 14.2.
Our contract with you
1. Our contract. These terms and conditions (Terms) apply to the order by you and supply of Services by us to you (Contract). They apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
2. Entire agreement. The Contract is the entire agreement between you and us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.
Placing an order and its acceptance
1. Placing your order. Please follow the onscreen prompts to place your order. You may only submit an order using the method set out on the site. Each order is an offer by you to buy the services in the specified quantity (Services) subject to these Terms.
2. Acknowledging receipt of your order. After you place your order, you will receive a confirmation from us acknowledging that we have received it, but please note that this does not mean that your order has been accepted. Our acceptance of your order will take place as described in 3.3.
3. Accepting your order. Our acceptance of your order takes place when we send an confirmation to you to accept it (Order Confirmation), at which point and on which date (Commencement Date) the Contract between you and us will come into existence. The Contract will relate only to those Services confirmed in the Order Confirmation.
4. If we cannot accept your order. If we are unable to supply you with the Services for any reason, we will inform you of this by email and we will not process your order. If you have already paid for the Services, we will refund you the full amount.
Our services
1. Compliance with specification. Subject to our right to amend the specification, we will supply the following Services to you: Duco certification training materials (Duco Certification), including access to exam preparations, sample data, worksheets and guides for the number of users specified by you.
2. Any one user of yours must undertake the Duco Certification within one (1) year of notifying us. Where a user of yours fails the Duco Certification exam, a user will have one (1) attempt to re-sit the Duco the exam, which must be completed within one (1) year. Where a user of yours fails the Duco Certification exam two (2) times, you will incur an additional User Fee (as defined in 6) to retake the Duco Certification exam.
3. Reasonable care and skill. We warrant to you that the Services will be provided using reasonable care and skill.
Your obligations
1. It is your responsibility to ensure that:
  1. the terms of your order are complete and accurate;
  2. you cooperate with us in all matters relating to the Services; and
  3. you provide us with such information and materials we may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects.
2. If our ability to perform the Services is prevented or delayed by any failure by you to fulfil any obligation listed in 5.1 (Your Default):
  1. we will be entitled to suspend performance of the Services until you remedy Your Default, and to rely on Your Default to relieve us from the performance of the Services, in each case to the extent Your Default prevents or delays performance of the Services. In certain circumstances Your Default may entitle us to terminate the Contract under 12 (Termination);
  2. we will not be responsible for any costs or losses you sustain or incur arising directly or indirectly from our failure or delay to perform the Services; and
  3. it will be your responsibility to reimburse us on written demand for any costs or losses we sustain or incur arising directly or indirectly from Your Default.
Charges
1. In consideration of us providing the Services you must pay our charges (Charges) in accordance with this 6.
2. A fee of £250 is chargeable for each user of yours who receives the Services (User Fee).
3. If you wish to change the scope of the Services after we accept your order, and we agree to such change, we will modify the Charges accordingly.
4. We reserve the right to increase the Charges on an annual basis with effect from each anniversary of the Commencement Date by ten (10) per cent (%).
5. Our Charges are exclusive of VAT. Where VAT is payable in respect of some or all of the Services you must pay us such additional amounts in respect of VAT, at the applicable rate, at the same time as you pay the Charges.
How to pay
1. The User Fee will be invoiced monthly in arrears.
2. We will send you an electronic invoice within seven days of the beginning of the month following payment.
3. If you fail to make a payment under the Contract by the due date, then, without limiting our remedies under 12 (Termination), you will have to pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this 9.4 will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
Intellectual property rights
1. All intellectual property rights in or arising out of or in connection with the Services will be owned by us.
2. We agree to grant you a fully paid-up, worldwide, non-exclusive, royalty-free licence during the term of the Contract to copy the deliverables specified in your order (excluding materials provided you) for the purpose of receiving and using the Services and such deliverables in your business. You may not sub-license, assign or otherwise transfer the rights granted in this 8.2.
How we may use your personal information
1. We will use any personal information you provide to us to:
  1. provide the Services; and
  2. process your payment for the Services.
2. We will process your personal information in accordance with the relevant data protection legislation, including but not limited to the UK Data Protection Act 2018 and the General Data Protection Regulation 2016/679. We will also share your (i) name and (ii) email address, with third parties who perform services on our behalf related to our delivery of the Services but only to the extent necessary for such third parties to perform those services.
Limitation of liability: YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.
1. Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
  1. death or personal injury caused by negligence;
  2. fraud or fraudulent misrepresentation; and
  3. breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
2. Subject to 10.1, we will not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
  1. loss of profits;
  2. loss of sales or business;
  3. loss of agreements or contracts;
  4. loss of anticipated savings;
  5. loss of use or corruption of software, data or information;
  6. loss of or damage to goodwill; and
  7. any indirect or consequential loss.
3. Subject to 10.1, our total liability to you arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will be limited to 100% of the total Charges paid under the Contract.
4. We have given commitments as to compliance of the Services with the relevant specification in 5.2. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
5. Unless you notify us that you intend to make a claim in respect of an event within the notice period, we shall have no liability for that event. The notice period for an event shall start on the day on which you became, or ought reasonably to have become, aware of the event having occurred and shall expire 12 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
6. This 10 will survive termination of the Contract.
Confidentiality
1. We each undertake that we will not at any time disclose to any person any confidential information concerning one another’s business, affairs, customers, clients or suppliers, except as permitted by 11.2.
2. We each may disclose the other’s confidential information:
  1. to such of our respective employees, officers, representatives, affiliates, subcontractors or advisers who need to know such information for the purposes of exercising our respective rights or carrying out our respective obligations under the Contract. We will each ensure that such employees, officers, representatives, subcontractors or advisers comply with this 11; and
  2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
3. Each of us may only use the other’s confidential information for the purpose of fulfilling our respective obligations under the Contract.
Termination, consequences of termination and survival
1. Termination. Without limiting any of our other rights, we may suspend the performance of the Services, or terminate the Contract with immediate effect by giving written notice to you if:
  1. you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within 30 days of you being notified in writing to do so;
  2. you fail to pay any amount due under the Contract on the due date for payment;
  3. you take any step or action in connection with you entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of your assets or ceasing to carry on business [or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction];
  4. you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or
  5. your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy.
2. Consequences of termination