1.1 In these Conditions, the following definitions apply:
Charges: the charges payable by the Customer for the supply of the Training in accordance with clause 5.
Commencement Date: has the meaning set out in clause 2.2.
Conditions: these terms and conditions as amended from time to time in accordance with clause 12.7.
Contract: the contract between 247 and the Customer for the provision of Training in accordance with these Conditions.
Customer: the Person to whom 247 provides the Training.
Delegate: the individual or individuals required by the Customer to receive the Training, who must notified by the Customer to 247 at the time of placing the Order.
Description: the description or specification of the Training provided in writing by 247 to the Customer.
Intellectual Property Rights: copyright and related rights, trade marks, business names and domain names, goodwill and the right to sue for passing off, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how).
Given Date: the date or dates upon which the delivery of the Training under a Contract shall take place.
Order: the Customer's order for Training as set out in the Customer's order form or in the Customer's written acceptance of a quotation submitted by 247.
Person: means a natural person or people, corporate or unincorporated body (whether or not having separate legal personality);
Training: the training, including the Training Materials, supplied by 247 to the Customer as set out in the Description.
Training Materials: any documents, training materials, slides, power point presentations, computer discs or download, stationery, visual aids as may be provided by 247 from time to time when performing the Training.
247: Twenty Four Seven Training, being a training division of Twenty Four Seven Recruitment Limited whose registered office is at 2 Grove Promenade, Ilkley LS29 8AF
1.2 In these Conditions, the following rules apply:
- (a) A reference to a party includes its successors or permitted assigns;
- (b) A reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted;
- (c) the terms including, include, in particular or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
- (d) A reference to writing or written includes faxes and e-mails.
2. BASIS OF CONTRACT
- 2.1 The Order constitutes an offer by the Customer to obtain Training in accordance with these Conditions.
- 2.2 The Order shall only be deemed to be accepted when 247 issues written acceptance of the Order at which point and on which date the Contract shall come into existence (Commencement Date). 247 shall provide the Given Date at the time that it confirms acceptance of the Order.
- 2.3 The Contract constitutes the entire agreement between the Customer and 247. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of 247 which is not set out in the Contract or the Description.
- 2.4 Any descriptive matter or advertising issued by 247, and any descriptions or illustrations contained on 247's website or in any literature supplied by 247, are issued or published for the sole purpose of giving an approximate idea of the Training described in them. They shall not form part of the Contract or have any contractual force.
- 2.5 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
- 2.6 Any quotation given 247 shall not constitute an offer, and is only valid for a period of 30 days from its date of issue.
- 2.7 Once a Contract has been entered into, the Customer may cancel the Contract but the provisions set out in clause 11 shall apply.
3. SUPPLY OF TRAINING
- 3.1 247 shall provide the Training to the Customer in accordance with the Description in all material respects.
- 3.2 247 shall use all reasonable endeavours to meet the Given Date or any other performance dates specified in any quotation or written acceptance of an Order, but any such dates shall be estimates only and time shall not be of the essence for the provision of the Training.
- 3.3 247 shall have the right to make any changes to the content or nature of the Training which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Training. 247 shall notify the Customer in such event.
- 3.4 247 warrants to the Customer that the Training will be provided using reasonable care and skill.
- 3.5 247 shall deliver the Training at 247's premises unless another venue for the Training is agreed at the time of Contract. If a venue other than 247's premises should be agreed, then the provisions of clauses 3.6, 3.7, 3.8 and 4.1(c) shall apply.
- 3.6 In the event that the Training is agreed to be delivered at either the Customer's own premises or at a third party venue (being a venue other than 247's or Customer's premises) the venue will be agreed at the time the Order is placed.
- 3.7 In the event that 247 is to book the third party venue the Customer shall indemnify 247 in respect of all charges incurred. The same may be invoiced separately to the Customer by 247 and the provisions of clauses 5.3 – 5.8 inclusive shall apply.
- 3.8 If it is agreed that the Training shall take place away from 247's premises, the provision of the Training will be subject to the attendance of a minimum number of Delegates which shall be agreed with the Customer prior to the Contract being entered into.
- 3.9 The Training will only be delivered by 247 in the English language unless otherwise specifically agreed by 247 at the time of entering into the Contract.
4. CUSTOMER'S OBLIGATIONS
- 4.1 The Customer shall:
- (a) Ensure that the terms of the Order and all and any information it provides to 247 are complete and accurate;
- (b) Co-operate with 247 in all matters relating to the Training;
- (c) if the Training is to be provided at the Customer's premises, provide 247, its employees, agents, consultants and subcontractors, with access to the Customer's premises, office accommodation and other facilities as reasonably required by the 247 in order to enable it to perform its obligations;
- (d) provide 247 with such information and any materials as 247 may reasonably require in order to tailor and provide the Training to the Customer's requirements and in line with the Description, and ensure that such information is accurate in all material respects; and
- (e) Not use the Training Materials other than in accordance with 247's written instructions or authorisation.
- 4.2 If 247's performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation ("Customer Default"):
- (a) 247 shall, without limiting its other rights or remedies, have the right to suspend the provision of the Training until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays 247's performance of any of its obligations;
- (b) 247 shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from 247's failure or delay to perform any of its obligations as set out in this clause 4.2; and
- (c) The Customer shall reimburse 247 upon written demand for any costs or losses sustained or incurred by 247 arising directly or indirectly from the Customer Default.
- 4.3 The Customer shall remain responsible at all times for its own property or that of the Customer's Delegates property. 247 accepts and has no liability for any loss or damage to the same, unless caused by 247's negligence, or that of its employees, agents or subcontractors.
- 4.4 The Customer undertakes to and shall notify all Delegates of the provisions of clause 6 relating to 247's intellectual property rights and agrees to indemnify 247 against any breach or infringement arising out of any non-permitted use or copying of the Training Materials by either the Customer or the Customer's Delegates.
5. TRAINING FEES AND PAYMENT
- 5.1 The Charges for the Training shall be set out in the Order and confirmed in the Contract. Unless otherwise agreed in writing by the Customer, and save for such additional costs as may be incurred pursuant to clause 3.7, the Charges shall include every cost and expense 247 directly or indirectly incurs in connection with the provision of the Training.
- 5.2 247 shall invoice the Customer at the time that 247 confirms acceptance of the Order, or any time after the date of the Contract.
- 5.3 The Customer shall pay the invoiced amounts upon receipt of the invoice.
- 5.4 The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law).
6. INTELLECTUAL PROPERTY RIGHTS
- 6.1 All Intellectual Property Rights in or arising out of or in connection with the Training, including in the Training Materials, are owned by and remain the property of the 247.
- 6.2 The Customer acknowledges that, in respect of any third party Intellectual Property Rights that there may be in the Training or in the Training Materials, the Customer's use of any such Intellectual Property Rights is at all times entirely conditional upon 247 obtaining a written licence from the owner or relevant licensor on such terms as will entitle 247 to license such rights to the Customer.
- 6.3 All Training Materials are the exclusive property of the Supplier.
- 6.4 The Customer shall not copy nor reproduce the Training Materials in any way, shape or form except with the prior written consent of 247.
- 6.5 247 grants the Customer, and the Customer's Delegates, a non-exclusive licence to use the Training Materials only for their own personal use. 247 may revoke the licence at any time by providing written notice to the Customer.
7. LIMITATION OF LIABILITY
- 7.1 Nothing in these Conditions shall limit or exclude 247's liability for:
- (a) Death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
- (b) Fraud or fraudulent misrepresentation; or
- (c) Breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
- 7.2 Subject to clause 7.1:
- (a) 247 shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
- (b) 247's total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the value of the Contract.
- 7.3 The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
- 7.4 This clause 7 shall survive termination of the Contract.
- 8.1 247 may terminate the Contract with the Customer at any time by way of notice in writing without being responsible for any damages or loss arising out of the same. In the event of termination pursuant to this clause 8.1, 247 shall reimburse the Customer with all and any Charges or other money paid to 247 by the Customer pursuant to the Contract as soon as possible and in any event within seven days.
- 8.2 Without limiting its other rights or remedies, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
- (a) the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within seven days of that party being notified in writing to do so;
- (b) the other party (being an individual) is the subject of a bankruptcy petition or order;
- (c) the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business;
- 8.3 Without limiting its other rights or remedies, 247 may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under this Contract on the due date for payment.
9. CONSEQUENCES OF TERMINATION
- 9.1 On termination of the Contract pursuant to clauses 8.2 or 8.3
- (a) the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall be unaffected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and
- (b) Clauses which expressly or by implication survive termination shall continue in full force and effect.
10. FORCE MAJEURE
- 10.1 For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of 247 including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of 247 or any other party, agent or subcontractor), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
- 10.2 247 shall not be liable to the Customer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.
- 11.3 If the Force Majeure Event prevents 247 from providing the Training or any part of the Training for more than four weeks, 247 shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Customer.
11. CANCELLATION OR TRANSFER
- 11.1 The Customer is entitled to cancel the Contract before the Given Date by giving notice in writing to 247. The provisions relating to the giving of Notices in clause 12.2 shall apply.
- 11.2 In the event of cancellation pursuant to clause 11.1, the Customer shall be entitled to be refunded 50 percentage of the Contract price as follows provided notice of cancellation is given by the Customer not less than seven days before the Given Date.
- 11.3 Any notice of cancellation given by the Customer 7 days or less before the Given Date shall not entitle the Customer to any refund.
- 11.4 Should the Customer wish to amend the Contract so as to receive the Training agreed under the Contract on a different date or dates to the Given Date, the same may be permitted but will be at the sole discretion of 247. Such a request must be made by the Customer in writing at least 7 days before the Given Date, and, if agreed by 247, the same will amount to a variation of the Contract pursuant to clause 12.7.
- 11.5 In the event that the Training to be provided under the Contract has been tailored and designed to suit the Customer's specific requirements and / or the requirements of a specific Delegate / s, the Customer may change the Delegate / s attending but if the same shall involve any amendment to the content and provision of the Training by 247, the same will only be permitted with 247's written consent and will be subject to an amendment to the Contract price. The same will amount to a variation of the Contract pursuant to clause 12.7.
- 12.1 Assignment and other dealings.
- (a) 247 may at any time assign, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent.
- (b) The Customer shall not, without the prior written consent of 247, transfer the Training to be provided under the Contract to any other individual, company, business or organisation.
- 12.2 Notices.
- (a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business or such other address as that party may have specified to the other party in writing in accordance with this clause.
- (b) Notices shall be sent by pre-paid first class post, fax or e-mail.
- (c) A notice or other communication shall be deemed to have been received if sent by pre-paid first class post at 9.00 am on the third day after posting; or, if sent by fax or e-mail, one day after transmission.
- (d) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
- 12.3 Severance.
- (a) If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
- (b) If any provision or part-provision of this Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
- 12.4 Waiver. A waiver of any right under the Contract or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
- 12.5 No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, nor constitute either party the agent of the other for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.
- 12.6 Third parties. A person who is not a party to the Contract shall not have any rights to enforce its terms.
- 12.7 Variation. Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by 247.
- 12.8 Governing law. This Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of England and Wales.
- 12.9 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).