Terms of Service Provision

TERMS AND CONDITIONS FOR THE SUPPLY OF PROFESSIONAL BESPOKE TRAINING AND/OR CONSULTANCY SERVICES 

 The definitions and rules of interpretation set out in Condition 1 shall apply to this Contract. 

 

1. DEFINITIONS AND INTERPRETATION

1.1 In these Conditions, the following expressions have the following meanings:

“Business Day” a day other than a Saturday or Sunday or a day which is a public or bank holiday in England and/or Wales; 

“Conditions” these terms and conditions of supply together with the Schedule; 

“Consultancy Services” the consultancy services to be provided by us under this Contract as described in Part 2 of the Schedule; 

“Contract” this Contract for the supply of the Services comprising the Letter and these Conditions;

“Customer” the person named as the customer in the Schedule; 

“Deliverables” all deliverables (including without limitation training materials in any form) developed by us,  our agents, subcontractors, consultants and/or employees in relation to the Services, including without limitation those specified in the Schedule (if any);

“Information” means the information supplied by or on behalf of you in connection with the Services; 

“Intellectual Property Rights” all intellectual property rights including without limitation, all copyright and related rights, trade marks, service marks, trade, business and domain names, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, rights in databases, topography rights, moral rights, rights in confidential information (including without limitation know‑how and trade secrets), in each case whether registered or unregistered and including without limitation all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world; 

“Pre‑existing Materials” all documents, information and materials provided by us relating to the Services which existed prior to the commencement of this Contract, including without limitation computer programs, data, reports and specifications; 

“Services” the Training Services and Consultancy Services, together with any other services which we provide, or agree to provide, to you; and 

“Training Services” the training services to be provided by us under this Contract as described in Part 1 of the Schedule.


1.2 Headings in these Conditions shall not affect their interpretation. 


1.3 A person includes a natural person, corporate or unincorporated body (whether or not having a separate legal personality). 


1.4 A reference to:

(a) a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re‑enactment and includes any subordinate legislation for the time being in force made under it;

(b) writing or written includes faxes and e‑mail;

(c) the Schedule is to the schedule to this Contract.


1.5 References to “you” or “your” are to the Customer and references to “we”, "our" and “us” are to TEAM Safety Services Ltd with company number 07069072.

2. APPLICATION OF CONDITIONS

These Conditions shall apply to and be incorporated into this Contract and shall prevail over any terms or conditions contained, or referred to, in your purchase order, confirmation of order, acceptance of a quotation, or specification or other document supplied by you, or subject to Condition 9.4, implied by law, trade custom, practice or course of dealing.  

3. OUR OBLIGATIONS

3.1 From the date of this Contract, we shall provide the Services and deliver the Deliverables to you in accordance with this Contract. 


3.2 We shall use reasonable endeavours to meet the dates in respect of the provision of the Services set out in the Schedule.  


3.3 In the event that you request that we locate and arrange premises in which the Services are to be delivered, we shall ensure that the premises have public liability insurance cover and you shall pay for this in accordance with Condition 5.2 of this Contract.

4. YOUR OBLIGATIONS AND RESTRICTIONS

4.1 You shall co‑operate fully with us in all matters relating to the Services. 


4.2 You shall not film, tape, photograph or record in any format the provision by us of the Services unless you have obtained our prior written consent.


4.3 Unless specified otherwise in Condition 4.4, you shall not copy, make available, retransmit, reproduce, sell, disseminate, separate, license, distribute, publish, broadcast or otherwise circulate either within your business or externally any of our Services and/or Deliverables (or any part of them) to any person, unless you have obtained our prior written consent to do so.  If we give such consent, you shall procure that any such person complies with the terms of this Contract at all times.


4.4 You may use the Deliverables delivered as part of the relevant Services solely for the purposes of obtaining the benefit of such Services.


4.5 You shall procure that your employees and delegates comply with Conditions 4.24.3 and 4.4.


4.6 You shall indemnify us against all loss, damage, claims, liabilities, fees, costs and expenses suffered or incurred by us (including, without limitation, any direct, indirect or consequential losses, loss of profit and loss of reputation) arising directly or indirectly from the breach of the provisions contained in this Condition 4 by either you or any person that receives training.


4.7 If we deliver the Services at a premises of your choice, you shall procure that the venue has commercial general liability and public liability insurance cover with reputable insurers. 


4.8 You shall procure that persons attending premises in which the Services are delivered by us shall behave in a polite, courteous and decent manner at all times and comply with all health and safety standards and procedures from time to time prescribed by law. We reserve the right to refuse the provision of Services to persons acting in breach of this Condition 4.8, without refunding or reducing any charges.  


4.9 You shall not, without our prior written consent, at any time from the date of this Contract to the expiry of 12 months after the expiry or termination of this Contract, solicit or entice away from us any person who is, or has been, engaged as an employee, consultant or subcontractor of ours in the provision of the Services. 


4.10 You agree to abide by any special conditions set out in the Schedule, which shall prevail and take precedence over the Conditions. 

5. CHARGES

5.1 In consideration of the provision of the Services by us, you shall pay the charges set out in the Schedule in accordance with this Condition 5.  


5.2 Unless expressly stated otherwise in the Schedule, any charges set out in the Schedule exclude VAT (which is chargeable in addition), the cost of hotel, subsistence, travelling (including without limitation business class travel) and any other ancillary expenses reasonably and properly incurred by the individuals involved in the provision of the Services, the cost of any materials, the cost of us obtaining any form of public liability insurance cover and the cost of services reasonably and properly provided by third parties and required by us for the supply of the Services.  Such expenses, materials and third party services shall be invoiced by us to you at cost plus VAT, which we shall add to our invoices at the appropriate rate.


5.3 You shall pay each invoice submitted by us, in full and in cleared funds, within 30 days of the date of receipt by you of such invoice to a bank account nominated in writing by us.  


5.4 You shall pay us on demand any debt collection costs we incur in connection with our providing you with the Services.


5.5 We may, without prejudice to any other rights we may have, set off any liability of yours to us against any liability we have to you. 

6. CANCELLATION, TERMINATION AND CANCELLATION FEES

6.1 Without affecting any other rights you or we have, you or we may terminate this Contract immediately by giving the other notice in writing if the other: 

(a) has a receiver, administrator or provisional liquidator appointed or passes a resolution for its winding-up (save for the purpose of a solvent restructuring) or a court makes a winding up order in respect of it or it enters into any composition or arrangement with creditors (other than relating to a solvent restructuring) or it ceases to carry on business or any steps or actions are taken in connection with any of these procedures;

(b) commits a material breach of this Contract which cannot be remedied, or which can be remedied but the party in breach fails to remedy such breach within 30 days of receiving notice from the other party requiring the breach to be remedied. You agree that breach of Condition 4 is a material breach of this Contract.


6.2 We may terminate this Contract with immediate effect by written notice, if any invoice submitted by us to you in respect of Services or other training services previously provided to you by us (whether pursuant to this Contract or any other contract between you and us) remains outstanding for a period of 30 days or more from the due date.


6.3 At any time prior to us providing the Services, you may terminate this Contract with immediate effect by written notice.


6.4 If we terminate this Contract in accordance with Conditions 6.1 or 6.2 or if you terminate this Contract in accordance with Condition 6.3 then, without prejudice to any of our rights or remedies and whether the relevant written notice is served or received by us you shall pay to us amounts due (as notified by us to you in writing) for all of our work in progress in respect of the Services (not yet invoiced) up to and including the date of termination (such amounts shall be deemed to be charges for the purpose of Condition 5.1).


6.5 Notwithstanding Condition 6.6, if at any time this Contract is terminated for any reason or the date upon which we are scheduled to provide the Services is postponed for any reason, you shall within a reasonable time, return the Pre‑existing Materials Deliverables, and items referred to in Condition 8.5 if we so request.  If you fail to do so, then we may enter your premises and take possession of them (and you hereby grant to us an irrevocable licence to enter your premises to do so).  Until such items have been returned or repossessed, you shall be solely responsible for their safe keeping. 


6.6 The accrued rights and liabilities of the parties as at termination and the continuation of any provision expressly stated to survive or implicitly surviving termination, shall not be affected by termination of this Contract.

7. INTELLECTUAL PROPERTY RIGHTS

7.1 As between you and us, all Intellectual Property Rights and all other rights in the Deliverables, the Pre‑existing Materials and in any developments or enhancements to the same made during the provision of the Services, shall be owned by us, our licensors, agents, subcontractors, consultants or employees as appropriate.  If you acquire, by whatever means (including without limitation operation of law), title to part or all of such Intellectual Property Rights, then you shall notify us upon becoming aware of this and shall assign such Intellectual Property Rights to us as soon as reasonably practicable.  Further, you shall do all such things and execute all documents and instruments requested by us which are necessary to enable us to obtain, defend or otherwise protect or enforce our Intellectual Property Rights in the same.

8. CONFIDENTIALITY AND OUR PROPERTY

8.1 You shall keep confidential all of our information which is of a confidential or proprietary nature and which has been disclosed to you by us or on our behalf.  You may disclose such information to the extent: 

(a) your employees, officers, representatives, advisers, agents or subcontractors need to know such information for the purposes of carrying out your obligations or receiving the benefit of the Services and/or Deliverables under this Contract; and  

(b) required by law, court order or any governmental or regulatory authority to which you are subject,  


8.2 and you shall procure that your employees, officers, representatives, advisers, agents or subcontractors to whom you disclose such information comply with this Condition 8


8.3 The obligations of confidentiality in Condition 8.1 shall not apply to the confidential information referred to in Condition 8.1 to the extent such information is in the public domain.


8.4 You shall not use the confidential information referred to in Condition 8.1 for any purpose other than to perform your obligations or to receive the benefit of the Services and/or the Deliverables under this Contract. 


8.5 All materials, equipment and data supplied by us to you (including without limitation the Pre‑existing Materials) shall, at all times, be and remain our exclusive property, but shall be held by you in safe custody at your own risk and maintained and kept in good condition by you until returned to us

9. LIABILITY

9.1 Our maximum total liability to you for all claims (whether in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise) arising out of or in connection with this Contract shall be limited to the greater of 150% of the charges set out in the Schedule or £25,000 (twenty five thousand pounds).


9.2 To the extent permitted by law, we will not be liable (whether in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise) for any loss, damage, claims, liabilities, fees, costs and expenses (whether direct, indirect or consequential) occasioned to any person acting, omitting to act or refraining from acting in reliance upon the Services and/or the Deliverables.


9.3 All warranties, conditions and other terms implied by law (whether by statute, common law or otherwise) are excluded from this Contract.


9.4 Nothing in this Contract limits or excludes either party’s liability for: 

(a) death or personal injury resulting from its negligence;

(b) fraud or fraudulent misrepresentation;

(c) any breach of the condition as to title in section 12 of the Sale of Goods Act 1979, the warranty as to quiet possession implied by section 2 of the Supply of Goods and Services Act 1982; or

(d) any matter for which it is not permitted to exclude or limit liability.


9.5 We warrant that the Services and Deliverables will be provided with reasonable skill and care. 


9.6 We shall not be liable for: 

(a) loss of revenue;

(b) loss of actual or anticipated profits;

(c) loss of anticipated savings;

(d) loss of business;  

(e) loss of opportunity;

(f) loss of goodwill;

(g) loss of reputation; in each case whether direct or indirect, or

(h) any indirect or consequential loss or damage howsoever caused arising out of or in connection with this Contract in all cases whether in contract, tort misrepresentation, under statute or otherwise (including negligence).


9.7 We agree that Condition 9.6 shall not prevent you from recovering any additional costs and expenses reasonably and directly incurred by you in procuring alternative or replacement services which arise directly from our breach of this Contract (to the extent only that we are liable to you for the same at common law) subject always to Condition 9.1.

10. DATA PROTECTION

10.1 You warrant to us that you

(a) have all requisite authority and have obtained and will maintain (including without limitation by way of incorporating into all materials and processes through which any Personal Data is captured) all necessary consents required under the Data Protection Legislation; and

(b) have otherwise fully complied with all of your obligations under the Data Protection Legislation, in order to:

(a) disclose to us the Personal Data;

(b) allow us to carry out our obligations under this Contract and all other activities incidental to this Contract, and such consents shall apply notwithstanding termination or expiry of this Contract for any reason.  You shall immediately notify us if any of the consents is revoked or changed in any way which impacts on our rights or obligations under or in connection with this Contract. For the purposes of this clause, “Data Protection Legislation” means the Data Protection Act 1998 and Privacy and Electronic Communications (EC Directive) Regulations 2003, and “Personal Data” means any personal data (as such term is defined in the Data Protection Act 1998) supplied by you to us under or in connection with this Contract.

11. FORCE MAJEURE

11.1 We shall not be in breach of this Contract and shall have no liability to you under this Contract for any failure or delay in the performance of our obligations under this Contract if such failure or delay is caused by any event beyond our reasonable control. 

12. VARIATION

12.1 We endeavour to provide the Services as detailed in the Schedule. However, we reserve the right to change or cancel (where relevant) the instructor, the Deliverables or any other materials in relation to this Contract, the venue or dates at any time on written notice from that detailed in the Schedule if in our reasonable opinion, such an action is necessary


12.2 We may, from time to time change the Services in order to comply with applicable law.


12.3 Subject to Conditions 12.1 and 12.2, no variation of this Contract shall be valid unless it is in writing and signed by or on behalf of each of the parties. 

13. INFORMATION

13.1 In reviewing the Information, (save as expressly stated to the contrary in any report or advice supplied to you in connection with the Services) we have assumed:

(a) the Information has not been independently verified by us and no enquiries have been made beyond a review of the Information;

(b) that all copies made from original documents are true and complete copies (whether certified true copies or not);

(c) that all original documents are complete;

(d) that none of the documents we have reviewed is void, avoidable or unenforceable for any reason and that, except as notified to us, none of the parties to any of the contracts has breached or threatened to breach any of its obligations;

(e) that all documents provided to us have been duly signed by all respective parties or duly authorised signatories on their behalf and all such authorities were properly given;

(f) that each of the documents we have reviewed represents a complete document and that all terms have been finally and completely agreed between the contracting parties. We have assumed no side letters or other documents or arrangements have resulted in any waiver, unless these have been produced or notified to us; and

(g) that all contractual documents constitute legally enforceable obligations of the parties to them under the laws of the relevant jurisdiction expressed in such documents to apply. 


13.2 No representations or warranties are made as to the accuracy and completeness of any report or advice that we provide to you as part of the Services.

14. WAIVER

14.1 No failure or delay by a party in exercising any right or remedy under this Contract or by law shall constitute a waiver of that (or any other) right or remedy, nor preclude or restrict its further exercise. 

15. SEVERANCE

15.1 If any term of this Contract is found by any court or body or authority of competent jurisdiction to be illegal, unlawful, void or unenforceable, such term shall be deemed to be severed from this Contract and this shall not affect the remainder of this Contract which shall continue in full force and effect. 

16. ENTIRE AGREEMENT

16.1 This Contract constitutes the entire agreement between the parties and supersedes any prior agreement or arrangement in respect of its subject matter and you agree that you have not entered into this Contract in reliance upon, and you shall have no remedy in respect of, any representation or statement which is not expressly set out in this Contract and that the only remedies available for breach of any representation or statement which was made prior to entry into this Contract and which is set out in this Contract shall be for breach of contract.  Nothing in this Condition 16 shall limit or exclude the liability of either party for fraud or fraudulent misrepresentation.

17. ASSIGNMENT

17.1 You shall not be entitled to assign, transfer, charge, hold on trust for any person or deal in any other manner with any of its rights under this Contract.


17.2 We shall be entitled to assign, transfer, charge, hold on trust for any person and deal in any other manner with any of our rights under this Contract and may subcontract or delegate in any manner any or all of our obligations under this Contract to any third party or agent.

18. NO PARTNERSHIP OR AGENCY

18.1 Each party agrees that it is an independent contractor and is entering into this Contract on its own behalf as principal and not as agent for or for the benefit of any other person. 


18.2 Nothing in this Contract and no action taken by the parties in connection with it shall create a partnership or joint venture or relationship of employer and employee between the parties or, save as expressly provided otherwise in this Contract, give either party authority to act as the agent of or in the name of or on behalf of the other party or to bind the other party or to hold itself out as being entitled to do so.

19. RIGHTS OF THIRD PARTIES

19.1 The parties do not intend that any term of this Contract shall be enforceable under this Contracts (Rights of Third Parties) Act 1999 by any person other than the parties.

20. NOTICES AND OTHER COMMUNICATIONS

20.1 Any notice or other communication required to be given under this Contract shall be in writing and shall be delivered personally, or sent by pre‑paid first‑class post, recorded delivery or by commercial courier to the other party and addressed in accordance with the Key Information Sheet, or as otherwise specified by the relevant party by notice in writing to the other party.  


20.2 Any notice or other communication shall be deemed to have been duly received if delivered personally, when delivered to the address specified in the letter (as amended by notice in writing) or, if sent by pre‑paid first‑class post or recorded delivery, at 10.00 am on the second Business Day after posting, or if delivered by commercial courier, on the date and at the time that the couriers delivery receipt is signed. 

21. GOVERNING LAW AND JURISDICTION

21.1 This Contract and any non-contractual obligations arising out of or in connection with it will be governed by English law and the parties irrevocably submit to the exclusive jurisdiction of the courts of England for the determination of any dispute arising out of or in connection with it.

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