In these Conditions the following expressions shall have the following meanings:
“Client” means the person, firm or company with whom the Contract is made by the Company, whether directly or indirectly, through an agent or factor who is acting for or instructed by the Client or whose actions are ratified by such person, firm or company.
“Closed Company Service” means a training course run solely for the Delegates of the Client.
“Company” means Netconsult Online Limited and also where the context permits its assigns and any sub-contractor of the said Company.
“Contract” means this contract, which is between the Company and the Client and under which the Services are to be supplied by the Company to the Client.
“Course Invoice” means an invoice submitted by the Company to the Client in respect of training Services, including Tests and Examinations and which is not a “Transfer Invoice”.
“Course Material” means the manuals, documents, data and other material in any form supplied by the Company to the Client or used in the delivery of Services or in the execution thereof.
“Delegate” means the person booked by the Client to attend a course.
“Public Scheduled Service” means a training course made available to all clients.
“Services” means the provision of instructor led training courses delivered by the Company.
“Transfer Invoice” means an invoice submitted by the Company to the Client in respect of training Services requested by the Client in substitution for training Services originally requested by the Client and in respect of which a Course Invoice has been rendered.
“Working Day” means every day of the week excluding Saturday, Sunday and Bank Holidays.
2.1 All orders placed on the Company are subject to these express terms and conditions only. It is agreed that these terms and conditions prevail over the Clients terms and conditions. These terms and conditions shall be deemed to be incorporated in and shall supersede all communications including correspondence, orders and letters between the parties, irrespective of dates. These terms and conditions shall continue to apply at all times, unless expressly varied in writing and signed by a Director on behalf of the Company.
2.2 Any concessions made or latitude allowed by the Company to the Client shall not affect the rights of the Company under the Contract. If in any particular case any of these Conditions shall be held to be invalid by a court the remaining Conditions in this Contract shall continue in full force and effect.
3 OBLIGATION TO PROVIDE SERVICES
3.1 All orders placed by the Client with the Company for Services shall constitute an offer to the Company under these terms and conditions subject to acceptance of the order for Services by the Company’s authorised representative. A quotation for Services shall not constitute an acceptance by the Company.
3.2 The Company’s web site, training schedules, catalogues, brochures, leaflets or correspondence and information contained therein are not binding on the Company and reasonable variations may be made to the Services provided by the Company without notice and such variations shall be accepted as complying with the Contract.
3.3 At its sole discretion and without liability, the Company reserves the right at any time to add or remove course titles from its range of Services.
3.4 The Company reserves the right to provide such Services at a venue or venues other than the Company’s premises and as so determined by The Company and to provide training personnel of its own choice.
3.5 The Company reserves the right to cancel, change or reschedule any Services provided by the Company at such notice as the Company deems reasonable in all the circumstances. In cases of emergency such notice may be given at very short notice.
3.6 Prior to the provision of Services the Company shall issue a list of pre-requisites, compliance of which will form part of these terms and conditions and which the Client hereby agrees to adhere to. Should the Client or the Client’s Delegates fail to comply with these pre-requisites the Company reserves the right to refuse or curtail any Services provided by the Company. There will be no refund of training days under this circumstance.
4 TERMS OF PAYMENT
4.1 The price quoted by the Company for the Services is the fee applicable at the time of quotation. This fee may be varied by the Company at any time prior to the provision of Services. Any such variation to the quoted price will be notified by the Company in writing to the Client.
4.2 All prices are exclusive of Value Added Tax which is payable at the rate prevailing at the date of the Course Invoice.
4.3 The sums due to the Company under the Contract shall be due in full in accordance with the terms of the Contract and the Client shall not be entitled to exercise any set-off, lien or any other right or claim.
4.4 The time of payment shall be 30 days from the commencement date of the course or 14 days from the commencement date of the course development as detailed in the Course Invoice.
4.4.1 New customers are required to make payment of invoices prior to class attends, to establish a credit history with the
Company. This is at the discretion of the Company.
4.5 Vendor certifications will not be processed until the Course Invoice has been paid in full.
4.6 Without prejudice to any other rights the Company may have and in addition to any sums payable by the Client under the terms of the contract the Company shall be entitled to charge the Client:-
4.6.1 £20 plus VAT on each event that any cheque, standing order or direct debit instruction is dishonoured; and a
4.6.2 £50 arrears charge if the Client’s account or any
subsequent payment due to the Company is referred to a third party collection agency or legal agents, including solicitors, plus any associated costs arising there from.
4.6.3 Whichever is the higher, statutory interest or interest at the rate of 2% per month or part thereof on any sums
outstanding from the due date for payment until payment in full is received and continuing until after judgement.
4.7 Any costs and/or expenses incurred by the Company in recovering funds from, or otherwise enforcing any of its rights against the Client, whether within or outside the United Kingdom, shall be fully reimbursed to the Company by the Client, and the Client agrees fully to indemnify the Company in respect of any such costs or expenses.
4.8 Should the Client agree to pay in advance a payment to the Company for future training, the Client must utilise this future training within 12 months of the date of acceptance by the Company of the order. Failure to do so will result in forfeiture of any unused monies.
5.1 The Client agrees to pay the Company a sum equal to the following percentages of the sums due in respect of a Course Invoice due to the Company by way of agreed damages if a Delegate fails to attend, or withdraws from a Service, or the Client cancels or transfers the date on which the Delegate is to attend a Service without providing written notice:
Number of full Working Days between receipt of written notice by the Company of notice of withdrawal/ cancellation and the commencement of the course:
Public Scheduled Services:
15 – 11 days: 50% of Course Invoice payable 10 – 6 days: 75% of Course Invoice payable 5 – 0 days: 100% of Course Invoice payable
Closed Company Services and Reseller Services: 20 –11 days: 50% of Course Invoice payable 10 – 0 days: 100% of Course Invoice payable
5.2 If a Delegate withdraws from a Service once that Service has commenced or does not attend the first day of the Service, then the Client shall pay the full value of the Course Invoice to the Company and at the Company’s discretion may not rejoin the Service.
5.3 With the Company’s written permission, the Client may substitute Delegates at any time prior to Service commencement and subject to the new Delegate complying with the pre-requisites for the Services as notified by the Company to the Client.
5.4 Where a Client wishes to change the date of attendance at a Service the Company will issue a Transfer Invoice which will be an additional charge in accordance with clause 5.1.
6 CONDITIONS AND WARRANTIES RELATING TO SERVICES
6.1 The Company warrants and undertakes to provide the Services with reasonable care and skill.
6.2 The above warranty is the Company’s only warranty relating to the Services and no other warranty or condition, terms or undertakings, statutory or otherwise, express or implied, will apply. This provision is not intended to restrict or limit either Parties statutory obligations for damages for death or personal injury resulting from negligence.
6.3 The Company may help Clients to specify or choose training Services, but the assessment and selection of the Client’s chosen training for the Client’s purpose remains the Client’s ultimate responsibility. The Company undertakes only that in giving such assistance it has acted in good faith and has not been wilfully misleading.
7 INTELLECTUAL PROPERTY RIGHTS
7.1 The client hereby acknowledges and agrees that all intellectual property rights in all Course Materials used in the preparation or delivery of the Service or for any matter arising out of this agreement shall for all purposes vest in the Company or its third party licensors and shall remain vested as such at all times.
7.2 No title or ownership of any such intellectual property rights or course material, including any media produced by the Company arising out of or during the provision of Services is transferred to the Client under any circumstances.
7.3 Without exception, Course Materials may not be reproduced or transmitted, in whole or in part, in any form, or by any means, electronically or mechanically, including photocopying, recording or any information storage or retrieval system without the prior written permission of the Company.
7.4 Course Materials are provided subject to the condition that they shall not, by way of trade or otherwise, be lent, resold, hired out, or otherwise circulated without the prior written permission of the Company. Any unauthorised use, duplication or lending of Course Materials without the prior written consent of The Company, save for as required under applicable law is prohibited.
7.5 The Client hereby agrees to indemnify the Company in full in respect of any costs, damages expenses and fees incurred by the Company as a result of any breach by the Client of such terms.
8 LIMITATION OF LIABILITY
8.1 Neither party shall be liable to the other for any indirect or consequential loss or damage.
8.2 The total liability of the Company, save for death or personal injury resulting from the Company’s negligence, shall not exceed the total value of the sums paid to the Company by the Client for all Services provided by Netconsult Online to the Client for the period covering 12 months preceding the breach.
8.3 Except as expressly set out in these terms and conditions the Company disclaims and excludes all other warranties, whether express or implied by statute or otherwise.
No statement, description, information, warranty, condition or recommendation contained in any catalogue price list, advertisement or communication or made verbally by any of the agents or employees of the Company shall be construed to vary or override in any way any of these terms and conditions.
10 FORCE MAJEURE
The Company shall have no liability under, or be deemed to be in breach of the Contract and shall be entitled to delay or cancel Services resulting from any circumstances beyond its reasonable control including but not limited to strikes lock-outs accidents or war, fire, reduction in or unavailability of power break-down of plant or machinery or shortage or unavailability of raw materials from normal sources of supply.
The Company may assign or sub-contract the whole or any part of the Contract to any person firm or company but the Company shall remain liable for the performance of such Services.
The headings in these Conditions are intended for reference only and shall not affect their construction.
13 General Data Protection Regulation (GDPR)
The Client agrees that the Company may make such enquiries and searches and obtain such references as it considers necessary from any person, firm or company including any credit reference agency (which will keep a record of any search made) and may disclose the results of those enquiries, searches and references and any information given by the Client (“relevant information”) to any credit reference agency or to any other company in any corporate group of which it is a member, to any company or business associated with it and to any person, firm or company acting on the Company’s behalf for any purpose connected with the Company’s business. The Company will at all times comply with GDPR .
14 PROPER LAW
The Contract shall in all respects be governed by English Law and shall be deemed to have been made in England and the Client and the Company agree to submit to the non-exclusive jurisdiction of the English Courts.
Any notice or other document to be served on either Party under this Contract shall be sent by pre-recorded delivery or registered post to the main trading address of that party or by facsimile transmission to that address. Notice sent by post shall be deemed to have been given 48 hours after posting to the appropriate address and notice send by facsimile transmission shall be deemed to have been given on transmission to the correct number provided that such notice is confirmed within 48 hours by post.
16 THIRD PARTIES
Neither the Delegate, or any other person who is not a party to this contract has any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any terms of this Contract.