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Terms & Conditions
ITTrainers Limited
TERMS AND CONDITIONS
The following terms and conditions apply to all training courses and services supplied by ITTrainers Limited.
DEFINITIONS
In these Terms and Conditions the following words and expressions shall have the following meaning:
"Client" the person, firm or company with whom the Contract is made by the Supplier.
"Contract" the contract between the Supplier and the Client under which the Services are to be supplied by the Supplier to the Client.
"Contractor" The company, person or individual supplied by the Supplier for the purpose of providing the Services to the Client.
"Intellectual Property" All patents, trade and service marks, designs, typographical rights, registered designs, copyrights (including all copyrights in any drawings, specifications, manuals, designs and computer software), know-how and other confidential information and all other intellectual property rights and rights of a similar character in any part of the world.
"Services" The services to be provided by the Supplier to the Client under the terms of the Contract and “Service” shall be construed accordingly.
"Supplier" ITTrainers Limited of Oaklands View, Spring Way, Sible Hedingham, Essex CO9 3SB.
References to the singular include the plural and references to the masculine include the feminine and vice versa.
1. The Contract
The Supplier contracts on these conditions only, and acceptance by the Supplier of any order from a Client shall be upon these conditions and shall override any other terms and conditions stipulated or incorporated by the Client in any negotiations or order unless previously confirmed in writing by the an authorised officer of the Supplier.
2. Services
Services shall be provided either directly by the Supplier or through a Contractor.
3. Confirmation of Contract
No later than the commencement of a Contract the Supplier shall provide the Client with written confirmation of the Contract specifying as appropriate the duration of the course to be provided; the identity where practical of the Contractor; confirmation of the fee charged by the Supplier, together with the details of any additional expenses which are known at the time and details of when invoices will be rendered together with any other information that the Supplier deems to be relevant.
4. Cancellation
Standard notice periods apply for cancellations. The Client agrees to pay the Supplier a sum equal to the following percentages of the sums by way of agreed damages if the Client cancels a Contract:
14 days or less 100% of the course invoice will be payable;
15 to 28 days 50% of the course invoice will be payable;
29 days or more 0% of the course invoice will be payable.
5. Payment
5.1 Payment shall be made by cheque or BACS no less than 10 days prior to the commencement of the Contract but the Supplier reserves the right to require payment for the Services at the time they are booked.
5.2 Where payment is not made in accordance with Clause 5.1 the Supplier shall be entitled to charge interest on the outstanding amount at the rate of 4% per month above the base rate from time to time of Barclays Bank Plc calculated from the date of delivery of the invoice.
6. Intellectual Property
6.1 All Intellectual Property rights subsisting in any material supplied by the Supplier in providing the Services shall be the property of the Supplier.
6.2 All Intellectual Property created by a Client or a Contractor during the provision of Services shall be the property of the Supplier.
6.3 The Client shall be responsible for obtaining any necessary licences that are required for the legitimate exploitation of a third party’s Intellectual Property rights in all material supplied by the Client for use during the performance of the Contract.
7. Supplier’s Warranty
The Supplier warrants and agrees that:
7.1 The Services shall be provided with reasonable skill and care.
7.2 The Supplier will at all times comply in all respects with all Health & Safety Regulations in force during the performance of the Contract.
7.3 The Supplier shall ensure that it has obtained all necessary licences in connection with the use of third party Intellectual Property rights where the same are exploited by the Supplier in providing the Services.
7.4 The warranty given in Clause 7.1 above is given in lieu of and shall be deemed to exclude all other warranties and conditions, whether expressed or implied, whether arising from common law, statute or otherwise other than relating to title in any material supplied to the Client.
8. Client’s Obligations
8.1 All Contractors or other personnel provided by the Supplier to the Client in furtherance of providing the Services are deemed to be under the direction and control of the Client for the duration of the Assignment. The Client will comply in all respects with all relevant statutes, by-laws and legal requirements, including the provision of adequate employers and public liability insurance. The Client shall indemnify the Supplier against any costs, claims, damages and expenses incurred by the Supplier arising out of the provision of the Services where these are not directly attributable to the Supplier or their employees or agents\' negligence.
8.2 The Client will at all times comply in all respects with all Heath & Safety Regulations in force during the performance of this Agreement and provide a safe place of work for the Supplier and the Contractor whilst on the Client\'s premises.
8.3 The Client shall ensure that all of it's databases and systems are backed up on disc, tape or CD rom and accepts that it shall not hold the Supplier liable for any direct or indirect loss that it may sustain as a result of damage to any such systems through the supply of the Services whether or not such damage is attributable to the negligence of the Supplier, it\'s agents or employees.
8.4 It shall be the sole responsibility of the Client to ensure that adequate measures are put in place to ensure that at any time when the Services are supplied to the Client, adequate measures are put in place to ensure that the Client's computer systems and/or computer networks (including all data held thereon) are secure at all times.
9. Liability
9.1 The Supplier's liability for breach of any warranty shall be limited to making available free of charge the labour and materials required to make good any failure to perform the Services with reasonable skill and care but shall be limited to the original value of the Services provided. The Client accepts that this limitation on liability is reasonable in all the circumstances. The Supplier's liability is also conditional upon written notice of the defect being given to the Supplier within 14 days after discovery of the same and in any event, within 3 months after the date of performance of the Services to which the deficiency relates.
9.2 In no event shall the Supplier be liable to the Client for indirect or consequential loss or damage.
9.3 The Client shall be liable for all direct and consequential loss arising from any breach of its obligations arising under these conditions.
10. Force Majeure
The Supplier shall be entitled to delay or cancel any course that has been booked if it is prevented from or hindered in or delayed in the provision of the Services through any circumstances beyond its reasonable control including but not limited to strikes, lock-outs, accidents or war, unavailability of power at the point of supply or breakdown in equipment.
11. Non-solicitation
11.1 The Client agrees that it shall not for a period of one year after the expiry of the Contract damage the goodwill and business of the Supplier and in particular agrees not to employ any employees or Contractor or former employees or Contractors who were employed by the Supplier or any other representative of the Supplier.
11.2 If after performance of the Contract plus the period of one year any Contractor accepts full-time employment with the Client, the Client shall pay to the Supplier a fee representing 23% of the annual income of the Contractor by way of an introduction payment.
12. Severability
If any provision in these conditions is or at any time becomes illegal, invalid or unenforceable in any respect, the legality, validity and enforceability of the remaining provisions shall not in any way be affected or impaired.
13. Law and Jurisdiction
All Contracts shall in all respects be governed by English Law and shall be deemed to have been made in England and the Client and the Supplier agree to submit to the non-exclusive jurisdiction of the English Courts.
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