Terms and Conditions

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1. BASIS OF CONTRACT 
2. The Supplier shall provide the Services to the Customer subject always to the provisions of the Contract Summary and these Conditions to the exclusion of all other terms and conditions (including any terms and conditions which the Customer purports to apply under any written order, confirmation of order, specification or other document). Any changes or additions to the Services or these Conditions must be agreed in writing by a director of the Supplier. 
3. Any samples, drawings, descriptive matter or advertising issued by the Supplier, and any descriptions or illustrations contained in the Supplier’s catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.  
4. Any quotation given by the Supplier shall not constitute an offer, and are given on the basis that no Contract will come into existence until the parties sign a Contract Summary. Any quotation given by the Supplier is valid only for a period of 28 Business Days from its date of issue.  
5. SUPPLY OF SERVICES 
6. The Services shall be provided in all material respects in accordance with the Contract Summary and any quotation or proposal issued by the Supplier, subject to these Conditions.  
7. The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.  
8. The Supplier shall use all reasonable endeavours to meet any performance dates agreed between the parties, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services. 
9. The Supplier shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and the Supplier shall notify the Customer in any such event. 
10. Each party shall, to the extent necessary in relation to its activities as contemplated by the Contract, at all times: (i) maintain all licenses and registrations under any applicable laws, including the Data Protection Act 1998 (Data Protection Act); and (ii) comply with all applicable laws, including the Data Protection Act. Where personal data (as defined in the Data Protection Act) is disclosed to the Supplier and processed by the Supplier as part of the performance of the Services, the Customer shall obtain all necessary consents and approvals to ensure that such processing is compliant with the Data Protection Act, and shall upon request by the Supplier provide evidence of such consents and approvals. 
11. The Customer shall give notice to the Supplier as soon as it is reasonably able upon becoming aware of a breach of any of the warranties set out in clauses 3.1 or 3.2. Subject to the Customer giving notice to the Supplier in accordance with the foregoing, the Supplier shall remedy any breach of the warranties set out in clauses 3.1 or 3.2 by re-performing the relevant Services free of charge. The Supplier shall have no liability or obligation under those warranties other than to remedy breaches of those in accordance with this clause 3.6. 
12. The Supplier does not warrant that the use of any CD-ROMs or other electronic storage devices or other the Supplier Materials provided in electronic format will be uninterrupted or error free. 
13. CUSTOMER’S OBLIGATIONS  
14. The Customer shall: 
15. ensure that the terms of the Contract Summary and any information it provides in relation to the Services is complete and accurate; 
16. co-operate with the Supplier in all matters relating to the Services; 
17. provide the Supplier, its employees, agents, consultants and subcontractors, with access to the Customer’s premises, office accommodation and other facilities as reasonably required by the Supplier; 
18. provide the Supplier with such Customer Materials as the Supplier may reasonably require in order to supply the Services, and ensure that all such information and materials is accurate in all material respects and reasonably suitable for its intended use or application;  
19. prepare the Customer’s premises for the supply of the Services; 
20. notify the Supplier of any relevant medical conditions or learning difficulties of any of its delegates which it is aware of and which might reasonably be expected to require the Supplier to make appropriate adjustments or special arrangements in relation to any Courses or other Services provided; 
21. obtain and maintain all necessary licences, permissions and consents which may be required before the date on which the Services are to start; and 
22. keep and maintain all materials, equipment, documents and other property of the Supplier, including any training materials, data or further information provided by the Supplier to the Customer as part of the Services and all improvements, reissues and/or revisions thereof (Supplier Materials) at the Customer’s premises in safe custody at its own risk, maintain the Supplier Materials in good condition until returned to the Supplier, and not dispose of or use the Supplier Materials other than in accordance with the Supplier’s written instructions or authorisation. 
23. If the Supplier’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): 
24. the Supplier shall without limiting its other rights or remedies have the right to suspend performance of the Services 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 the Supplier’s performance of any of its obligations; 
25. the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier’s failure or delay to perform any of its obligations as set out in this clause 4.2; and  
26. the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default. 
27. CHARGES AND PAYMENT 
28. Subject to any special terms agreed, the Customer shall pay Charges, and any additional amounts which are due or agreed between the Supplier and the Customer for the provision of the Services, strictly in accordance with these Conditions.  
29. All amounts quoted for the provision of the Services are exclusive of any Value Added Tax, for which the Customer shall be additionally liable at the applicable rate from time to time. 
30. The Customer shall pay the Charges to the Supplier in the amounts and on or before the dates or relevant milestones specified in the Contract Summary or otherwise agreed between the parties in writing (the Costs Profile). Unless any Costs Profile provides to the contrary, the Customer shall pay the relevant Charges calculated on a time and materials basis, as follows: 
31. Charges shall be calculated in accordance with the Supplier’s standard hourly or daily fee rates, and enhanced hourly or daily fee rates, set out in the Contract Summary (or if no rates are agreed, at the Supplier’s usual rates for the relevant Services from time to time in force); and 
32. the Supplier’s standard daily fee rates for each individual person are calculated on the basis of an eight-hour day during Business Days; and 
33. the Supplier shall be entitled to charge its enhanced fee rate(s) for each part day or for any time worked outside the hours referred to in clause 5.3(b); 
34. all Charges and amounts due may be invoiced at any time after signing of the Contract Summary, provision of the Services (or any part of the Services), delivery of the Supplier Materials or the event to which they relate or, in the case of Cancellation Charges, at any time following cancellation. The Supplier’s Charges shall unless otherwise agreed in writing be paid by the Customer within 30 days from the date of the Supplier’s invoice. 
35. Where the Supplier incurs expenses of the following types in connection with the provision of the Services, they shall be chargeable in addition to the usual Charges specified in the Contract Summary. Unless the Costs Profile provides otherwise, such expenses shall be charged at the following rates: 
36. Travel and accommodation costs - return car travel at 45p per mile; rail travel, business class air travel, road bridge tolls, car parking, accommodation and meals recharged at cost. 
37. Other expenses – costs of translating the Supplier Materials, freight of transporting such materials; venue and/or equipment hire (including electronic display equipment/projectors); and any other expenses reasonably incurred in connection with the provision of the Services.  
38. Payment of all Charges and other amounts due to the Supplier shall be made in Sterling (or such other currency agreed by the Supplier and the Customer in writing).  
39. The Supplier reserves the right to increase its standard daily or hourly fee rates, provided that such charges cannot be increased more than once in any 12 month period. The Supplier will give the Customer written notice of any such increase 2 months before the proposed date of the increase. If such increase is not acceptable to the Customer, it shall notify the Supplier in writing within 10 Business Days of the date of the Supplier’s notice and the Supplier shall have the right without limiting its other rights or remedies to terminate the Contract by giving  10 Business Days’ written notice to the Customer. 
40. In the event that the Customer cancels any work booked with the Supplier the following Cancellation Charges shall be payable: 
41. where notice of cancellation is given less than 28 but more than 15 days before the scheduled date for the provision of the work, no charge shall apply; 
42. where such notice is given between 15 and 7 days before the scheduled dated for the provision of the work (not counting that scheduled date), a sum equal to 20% of the Charges applicable for that work; 
43. where such notice is given less than 7 days before the scheduled date for the provision of the work (not counting that scheduled date), a sum equal to 50% of the Charges applicable for that work. 

Any waiver of or reductions to any Cancellation Charges payable under the Contract in accordance with the foregoing shall be at the Supplier’s sole discretion based upon the circumstances in which the cancellation is made.  

1. If payment of any Charges or other amounts due to the Supplier is not made by the due date, then the Supplier shall be entitled, without limiting any other rights it may have, to: 
2. suspend the provision of the Services (or any of them), including suspending any products or work; and/or 
3. terminate the Contract by notice to the Customer pursuant to clause 9.2, PROVIDED ALWAYS that the Customer has failed to make payment within a further period of 30 days after being notified by the Supplier in writing of such late payment, as provided in clause 9.2. 
4. Without limiting any other right or remedy of the Supplier, if the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment (Due Date), the Supplier shall have the right to charge interest on the overdue amount (both before and after any judgment) at the rate of 4% above the base rate from time to time of The Co-operative Bank Plc from the Due Date, and compounding quarterly, until the outstanding amount is paid in full. The Supplier reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998. 
5. The Customer shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and the Customer shall not be entitled to assert any credit, set-off or counterclaim against the Supplier in order to justify withholding payment of any such amount in whole or in part. The Supplier may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer.