Terms and Conditions

1 General
1.1 These Conditions apply to and form part of the Contract between the Supplier and the Customer. They supersede any previously issued terms and conditions of purchase or supply.
1.2 No terms or conditions endorsed on, delivered with, or contained in the Customer’s purchase conditions, order, confirmation of order, specification or other document shall form part of the Contract except to the extent that the Supplier otherwise agrees in writing.
1.3 Each Order by the Customer to the Supplier shall be an offer to purchase Services subject to the Contract including these Conditions.
1.4 If the Supplier is unable to accept an Order, it shall notify the Customer as soon as reasonably practicable.
1.5 The Supplier may accept or reject an Order at its discretion. An Order shall not be accepted, and no binding obligation to supply any Services shall arise, until the earlier of:
1.5.1 the Supplier’s written acceptance of the Order; or
1.5.2 the Supplier performing the Services or notifying the Customer that they are ready to be performed (as the case may be).
1.6 Rejection by the Supplier of an Order, including any communication that may accompany such rejection, shall not constitute a counter-offer capable of acceptance by the Customer.
1.7 The Supplier may issue quotations to the Customer from time to time. Quotations are invitations to treat only. They are not an offer to supply Services and are incapable of being accepted by the Customer.
1.8 Marketing and other promotional material relating to the Services are illustrative only and do not form part of the Contract.

2 Price
2.1 The price for the Services shall be as set out in the Order or, where no such provision is set out, shall be as advised by the Supplier from time to time before the date the Order is placed (the Price).
2.2 The Price excludes the costs of electronic certificates where appropriate.

3 Payment
3.1 For open courses and all services offered to members of the general public, payment shall be made at the time of booking and shall be non-refundable.
3.2 Subject to clauses 1.3 and 3.1, the Supplier shall invoice the Customer for the Services, partially or in full, following acceptance of the Order.
3.3 Subject to clauses 1.3 and 3.1, the Customer shall pay all invoices:
3.3.1 in full without deduction or set-off, in cleared funds 14 days prior to the date for the performance of the services or within 30 days of the date of each invoice, whichever is sooner; and
3.3.2 to the bank account nominated by the Supplier.
3.4 Time of payment is of the essence. Where sums due under these Conditions are not paid in full by the due date:
3.4.1 the Supplier may, without limiting its other rights, charge interest on such sums at 8% a year above the base rate of Bank of England from time to time in force, and
3.4.2 interest shall accrue on a daily basis, and apply from the due date for payment until actual payment in full, whether before or after judgment.
3.4 The Supplier reserves the right to withhold all course materials including but not limited to Certificates and Certifications until such time as payment has cleared in the Supplier’s bank account.

4 Performance
4.1 The Services shall be performed by the Supplier at the Location on the date specified in the Order.
4.2 The Services shall be deemed performed on completion of the performance of the Services as specified in the Order.
4.3 The Supplier shall not be liable for any delay in or failure of performance caused by:
4.3.1 the Customer’s failure to make the Location available;
4.3.2 the Customer’s failure to prepare the Location as required for the performance of the Services;
4.3.3 the Customer’s failure to ensure participants are in timely attendance, dressed appropriately and are physically and mentally capable of participating in any aspect of the services;
4.3.4 Force Majeure.

5 Cancellation
5.1 For open courses and all services provided to members of the general public, the Supplier’s costs will be nonrefundable.
5.2 Subject to clause 5.1, if a Customer wishes to cancel the performance of any other services provided by the Supplier, they should do so in writing and he following charges will apply depending on the notice period provided by the Customer to the Supplier:
5.2.1 If notice of cancellation is received 28 days or more prior to the date for performance of services, a full refund will be made to the Customer;
5.2.2 If notice of cancellation is received between 8 – 27 days prior to the date for performance of services, a 50% of refund the Order Price will be made to the Customer;
5.3.3 If notice of cancellation is received within 7 days of the date for performance of services, the full Order Price will remain due to the Supplier and no refund will be made to the Customer.

6 Indemnity and insurance
6.1 The Customer shall indemnify, and keep indemnified, the Supplier from and against any losses, damages, liability, costs (including legal fees) and expenses incurred by the Supplier as a result of or in connection with the Customer’s breach of any of the Customer’s obligations under the Contract.
6.2 The Customer shall have in place contracts of insurance with reputable insurers incorporated in the United Kingdom or another country by agreement in writing with the Supplier to cover its obligations under these Conditions. On request, the Customer shall supply, so far as is reasonable, evidence of the maintenance of the insurance and all of its terms from time to time applicable. The Customer shall on request assign to the Supplier the benefit of such insurance.

7 Limitation of liability
7.1 Except in respect of death or personal injury caused by the negligence of the Supplier, the Supplier shall not be liable by reason of any representation (unless fraudulent) or implied warranty, condition or other term, or any duty at common law or under these Terms and Conditions, for any loss of profit or any indirect special or consequential loss, costs, expenses or other claims for compensation.
7.2 The Supplier’s entire liability to the Customer under or in connection with the Contract and the provision of Services shall not exceed the price paid by the Customer for the Services. Nothing in this paragraph is intended to exclude any liability for fraud.
7.3 It is the responsibility of the Customer to ensure that all certificates and certifications are recertified as required by law or otherwise.

8 Intellectual property
8.1 The Supplier shall retain all intellectual property rights in any material provided to the Customer or generated from the performance of services under this Agreement.
8.2 The Customer shall not use any of the Supplier’s intellectual property rights without the Supplier’s prior written consent.
8.3 The Supplier explicitly retains the right to use all content produced or provided for the Customer for its own marketing and promotional purposes including photography and videography of the performance of services under this Agreement.

9 Data Protection
The Supplier shall comply at all times with their obligations under the Data Protection Acts. Whilst acting for the Customer, the Supplier shall process any information, including personal data, provided to such an extent and as is necessary for the performance of the services, and in particular the Supplier may use the information provided for the purpose of providing the Customer with the services, for administration and billing purposes, for other purposes incidental to the provision of the Supplier’s services and for compliance with their legal obligations.

10 Force majeure
Neither party shall have any liability under or be deemed to be in breach of the Contract for any delays or failures in performance of the Contract which result from Force Majeure. The party subject to the Force Majeure event shall promptly notify the other party in writing when such the event causes a delay or failure in performance and when it ceases to do so. If the Force Majeure event continues for a continuous period of more than 7 days, either party may terminate the Contract by written notice to the other party.

11 Term and Termination
11.1 This Agreement shall commence on the date of the Order and shall continue until completion of the specified services or until terminated in accordance with this Clause 11.
11.2 Subject to clause 5, either party may terminate this Agreement at any time by giving not less than 30 days’ written notice to the other party.
11.3 Subject to clause 5, either party may terminate this Agreement immediately by giving notice to the other party if the other party breaches any material term of this Agreement.

12 No partnership or agency
The parties are independent persons and are not partners, principal and agent or employer and employee and the Contract does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. None of the parties shall have, nor shall represent that they have, any authority to make any commitments on the other party’s behalf.

13 Compliance with law
The Customer shall comply with Applicable Law and shall maintain such licences, authorisations and all other approvals, permits and authorities as are required from time to time to perform its obligations under or in connection with the Contract.

14 Governing law
The Contract and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of Northern Ireland.

15 Jurisdiction
The parties irrevocably agree that the courts of Northern Ireland shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, the Contract, its subject matter or formation (including non-contractual disputes or claims).

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