Words imparting the masculine shall include the feminine and neuter, unless otherwise stated, and words in the singular include the plural and the plural include the singular.
For the purpose of this Agreement the following words and expressions shall have the meaning hereby assigned to them, except where the context otherwise requires:
1.1.1 The Provider means the individual, firm or company described above in this Agreement and includes its successors and assigns.
1.1.2 The Client means the individual firm or company described above in this Agreement and includes its successors and assigns.
1.1.3 The Agreement means this Agreement between The Provider and The Client comprising these Conditions of Contract, Specification and defined Schedules as may be appended to and/or referred to herein.
1.1.4 The Service means all or any part of the obligations of The Provider under this Agreement.
1.2 Prevailing Conditions
The Agreement as defined within this document and any annexure or appendix shall prevail over all and any conditions within any letter, form, quotation, invoice, delivery ticket, tender documents or the like.
Both parties shall keep confidential all information pertaining to each other arising from this agreement which may be considered confidential and/or commercially sensitive. All information relating to the individuals participating in the training that is disclosed to or obtained by either party pursuant to, or as a result, of the performance of the Agreement shall remain confidential both during and after the delivery of The Service.
The terms of this Agreement shall only be amended, altered or added to if agreed by both parties and evidenced by written agreement.
1.5 Force Majeure
Neither Party shall be liable for failure to perform any obligations under the Agreement if such failure results from force majeure; that is circumstances beyond the reasonable control of either Party.
The Agreement may be terminated by 10 days notice in writing given by either party. All and any costs incurred by The Provider that are identified as no-refundable within Appendix 1 shall not be refunded in any event. The Provider retains the right to cancel course, training or other services and will accept no liability for termination providing the above notice period has been complied with. In the event that the Provider is unable to deliver the Service due to unforeseen circumstance a reasonable alternative will be offered to the Client within 30 working days.
The Agreement shall, in all respects be constructed and operate as an English Contract and in conformity with English Law.
1.8 Value Added Tax
The Client shall be liable to pay to The Provider such VAT as may be properly chargeable in accordance with current legislation in respect of the supply of The Service.
1.9 Indemnities and Insurance
1.9.1 Injury to Persons
The Client shall be solely liable for and shall indemnify The Provider in respect of, any liability, loss, claim or proceedings whatsoever, arising under any statute or at common law in respect of any personal injury to, or the death of, any person arising out of, or in the course of, or caused by the execution of this Agreement, unless due to any act or neglect on the part of The Provider.
1.9.2 Damage to Property
The Client shall be solely liable for and shall indemnify The Provider against any loss, liability, claim or proceedings in respect of any injury or damage to any property, in so far as such injury or damage arises out of or in the course of, or by reason of the execution of this Agreement.
1.10 Statutory Requirements
1.10.1 For the purposes of this Agreement, The Client and all persons employed by the Client, when undergoing training, shall comply with the direction and reasonable instructions of The Provider including their Servants or Agents, in order maintain the safety of themselves and others including but not limited to, precautions regarding the prevention of fire and or safe evacuation from any premises used for the provision of The Service.
1.10.2 The Provider reserves the right to suspend all training without any liability whatsoever, if and whenever the Client or any of their staff or appointees receiving training and/or assessment are, in the reasonable opinion of The Provider, in contravention of any legislation or regulation which is in force during the course of the Agreement.
1.11.1 Any notice to be given to The Client or The Provider shall be served by either sending via recorded delivery post or by hand delivery to The Client’s principal place of business, and/or its registered office. The use of facsimile or email for this purpose may be made providing written confirmation is served within seven days of the facsimile or electronic transmission. Any notice shall be deemed to have been served if delivered at the address of the recipient, or in the case of facsimile or email transmission, at the time when it is transmitted. A notice sent by First Class post shall be deemed to have been served by the first postal delivery that follows the date of posting.
Any failure by either party to insist upon the performance of any of the conditions of this Agreement or to exercise any right under this Agreement shall not be construed as a waiver by such party and this Agreement which will continue to remain in full force and effect notwithstanding any such failure.
1.13 Use of name and/or logos
The Client shall not use or display any logo, design or trading name of The Provider, either in connection with the execution of this Agreement or for any other purpose at any time without formal written consent from The Provider.
2.1 Period of the Agreement
The Provider will provide training/assessment services .
2.2 Accounts and Payments
2.2.1 The Client will pay The Provider for The Service fourteen days before commencement of The Service.
2.2.2 In the event of failure by the Client to make payment in accordance with Clause 2.2.1 then The Provider shall be entitled to charge interest on any payment overdue there under from the due date to the date of actual payment at the rate of 4% per annum over the base rate for the time being of the National Westminster Bank Plc or such other bank as The Provider may nominate in writing.
2.3 Liaison Officer
The Provider and the Client will each nominate a named individual to act in as Liaison Officers to facilitate the successful delivery of The Service. These persons will be the main contact point of all communications between The Provider and The Client. In the event that such persons are not available the parties shall each nominate an appropriate replacement and inform the other party accordingly.
2.4 Responsibilities of The Provider
The Provider will provide the training and/or assessment services as set out below.
2.4.1 The Provider will ensure that an ongoing review of The Service takes place, and monitors the quality and effectiveness of the provision of The Service throughout the entirety of such provision.
2.4.2 It is agreed that The Client will promptly gives to The Provider any information reasonably requested by The Provider which is necessary to provide The Service. Should The Client fail to provide The Provider with such information within a reasonable period, not exceeding fourteen days, The Provider will have the right to suspend the provision of The Service or to terminate this Agreement upon written notice being served in accordance with the requirements as defined above. No refund of fees will be made by The Provider to The Client but The Client will remain liable to pay The Provider for The Service as if it had been delivered in full. Payment in full will fall due upon the date of notice being served to terminate the contract.
2.5 Responsibilities of the Client
The Client will be responsible for:
2.5.1 Agreeing the timetable for the delivery of The Service or ay part thereof.
2.5.2 Distribution of any pre-course documentation or briefing notes.
2.5.3 Maintaining regular contact with The Client to ensure the smooth and efficient delivery of The Service including feedback as reasonably requested by The Client.