Business Terms & Conditions | RAW Digital Training

Business Terms & Conditions

RAW DIGITAL TRAINING LTD
STANDARD TERMS AND CONDITIONS OF SUPPLY OF SERVICES

The Customer’s attention is particularly drawn to the provisions of Clause 6

  1. INTERPRETATION
    In these Conditions, the following definitions apply:
    Charges: the charges payable by the Customer for the supply of the Services in accordance with clause 5.
    Commencement Date: a date agreed between the parties for the commencement of the Supplier’s supply of the Services
    Contract: the contract between the Supplier and the Customer for the supply of Services in accordance with these Conditions.
    Customer: the person or firm who purchases Services from the Supplier.
    Deposit: part payment of the Charges demanded by the Supplier in confirmation of the Customer’s acceptance of the Supplier’s estimate set out in the Specification.
    Goods: the goods and materials set out in the Specification produced by the Supplier for the Customer.
    Intellectual Property Rights: patents, registered and un-registered designs, copyright and all other intellectual property rights.
    Order: the Customer’s verbal or written acceptance of the Supplier’s Charges or estimate contained in the Specification
    Private Training: training services provided either at a Customer’s premises or training services provided exclusively to a Customer, its employees, servants or agents
    Seminar Training: training services provided to a Customer within a seminar, workshop or classroom environment
    Services: the services, including the Goods, supplied by the Supplier to the Customer as set out in the Specification.
    Specification: the description or specification of the Services provided in writing by the Supplier to the Customer. With respect to Seminar training the Specification will be placed upon the Supplier’s website http://rawdigital.training
    Supplier: RAW Digital Training Ltd (Company Number : 08416904) of Registered Office 62 Dovecot Street, Stockton-on-Tees, TS18 1LL
  2. BASIS OF CONTRACT
    1. The Order constitutes an offer by the Customer to purchase Services in accordance with these Conditions.
    2. The Order shall be deemed to be accepted when the Supplier issues written acceptance of the Order or the Supplier accepts payment by the Customer of a Deposit or on commencement of the Supplier’s supply of the Services, whichever is earlier, at which point the Contract shall come into existence.
    3. The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Supplier which is not set out in the Contract.
    4. 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.
    5. Any estimate with the Specification or otherwise given by the Supplier shall not constitute an offer, and is only valid for a period of 3 calendar months from its date of issue after which time it is withdrawn.
  3. SUPPLY OF SERVICES
    1. Supply of Private Training & Other Services
      1. Before the commencement of the Services the Supplier shall submit to the Customer a Specification which shall specify the Services to be supplied and an estimate of the price payable.
      2. The Customer shall notify the Supplier immediately if the Customer does not agree with the contents of the Specification.
      3. Any amendment required by the Customer to the Specification must be notified to the Supplier in writing not less than 7 days prior to the commencement of the Services.
    2. Supply of Seminar Training
      1. The Supplier shall specify the nature of the Services to be supplied in advance of the commencement of the Services
      2. The Supplier shall notify the Customer of the Specification upon its website http://rawdigital.training
    3. General
      1. With respect to the Specifications produced with respect either clause 3.1 and 3.2 or otherwise the Supplier shall use its reasonable endeavours to ensure that the Services supplied will accord with the Specification
      2. All Specification Documents shall be subject to these Terms and Conditions.
      3. The Supplier shall supply the Services to the Customer in accordance with the Specification in all material respects subject to:
      4. References within the Specification to the costs of Goods may be varied in the event that the either the Supplier reasonably requires additional goods or materials to supply the Services to the Customer or the cost to the Supplier in purchasing the Goods exceeds that set out in the Specification;
      5. In the event of either circumstance set out in paragraph 3.5.1 above arising the Supplier will use all reasonable endeavours to notify the Customer of the increased cost of the Goods in advance of incurring those increased costs.
      6. The Supplier shall use all reasonable endeavours to meet any performance dates agreed with the Customer but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
      7. 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.
      8. The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.
      9. The Supplier is unable to and does not guarantee that the Customer will experience any improvement in their results or performance in any way as a result of the Supplier’s provision of the Services. No statements made by the Supplier its servants or agents either verbally or within materials provided to the Customer during the course of the supply of the Services shall be construed or interpreted as offering any such guarantee.
  4. CUSTOMER’S OBLIGATIONS – Private Training & Other Services
    1. The Customer shall:
      1. ensure that the terms of the Order and any information it provides in the Specification are complete and accurate;
      2. co-operate with the Supplier in all matters relating to the Services;
      3. provide the Supplier with such information as the Supplier may reasonably require in order to supply the Services, and ensure that such information is accurate in all material respects;
      4. make such preparations as the Supplier reasonably requires as set out in the Specification for the supply of the Services;
      5. obtain and maintain all necessary licences, permissions and consents which may be required before the date on which the Services are to start; the Supplier will assume that all necessary licences, permissions and consents required have been obtained to comply with all relevant legal requirements unless the Supplier is advised to the contrary in writing
      6. keep and maintain all Goods, equipment, documents and other property of the Supplier left at the Customer’s premises in safe custody at its own risk and maintain them in good condition until returned to the Supplier, and not dispose of or use them other than in accordance with the Supplier’s written instructions or authorisation.
      7. the Customer shall bear the cost of the provision of lunch and refreshments to the attendees of Private Training and to the Supplier’s trainer and if the Private Training takes place on the Customer’s premises make the arrangements for such provision.
    2. Customer DefaultIf 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):
      1. 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;
      2. 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; and 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.
  5. CHARGES AND PAYMENT
    1. Where an estimate has been provided in accordance with paragraph 3.1.i the Charges for the Services shall be charged on a time basis as set out in the estimate provided, subject to variation in accordance with paragraph 3.5.1 and 3.5.2 above.
    2. The Supplier shall invoice the Customer prior to the commencement of the Services OR at its discretion on completion of the Services OR where the supply of the Services is expected to extend over a period of time in excess of one week the Supplier will invoice at such intervals as have been notified to the Customer in the Specification OR as otherwise agreed with the Customer.
    3. The Customer shall pay each invoice submitted by the Supplier within 28 days of the date of the invoice. Time for payment shall be of the essence of the Contract. Time may be extended for payment at the sole discretion of the Supplier.
    4. All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable for the time being (VAT). Where any taxable supply for VAT purposes is made under the Contract by the Supplier to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.
    5. 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, the Supplier shall have the right:
      1. to charge interest on the outstanding amount at the rate of 8 % per annum above the base lending rate of the Bank of England, accruing daily in accordance with the Late Payment of Commercial Debts (Interest) Act 1998; and
      2. not to provide any further Goods or Services to the Customer until such payment is received including, but not exclusively not permitting a Customer to attend Seminar Training until payment is made.
    6. 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.Cancellation/Rescheduling
    7. A cancellation charge will be made if the Supplier’s supply of the Services is delayed, postponed, rescheduled or cancelled by the Customer as follows:
      1. Private Training : CancellationIf notification is received 28 working days or more in advance of the scheduled date of the course, 50% of the Charges will be discounted. In respect of notifications of cancellation received less than 28 working days in advance of the scheduled date of the course the full Charges remain payable.
      2. Private Training : ReschedulingFor requests received 28 working days or more in advance of the scheduled date of the course, there is no rescheduling charge. For notification given between 14 and 27 working days inclusive before the course date, an additional charge of £100 (+ VAT) per course will be charged to reschedule. For requests to reschedule received less than 14 working days before the course date the full Charges will be payable and will also apply in relation to the rescheduled date.
      3. Seminar Training – Non-attendanceIn the event of a Customer’s non-attendance at Seminar Training, where payment of the Charges have been received, there shall be no refund and in the event of non-attendance where the Charges have not been received, the fee will remain due and payable unless the Customer has notified the Supplier of cancellation not less than 7 days in advance of the scheduled date for the Seminar Training.
  6. LIMITATION OF LIABILITY
    THE CUSTOMER IS TO PAY PARTICULAR ATTENTION TO THIS CLAUSE

    1. Nothing in these Conditions shall limit or exclude the Supplier’s liability for:
      1. death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
      2. fraud or fraudulent misrepresentation; or 6.1.iii breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
    2. Subject to clause 6.1:
      1. the Supplier shall under no circumstances whatsoever 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
      2. the Supplier’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 sum payable to the Supplier pursuant to the Contract
      3. Except as set out in these Conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
      4. This clause 6 shall survive termination of the Contract.
  7. TERMINATION
    1. Without limiting its other rights or remedies, each party may terminate the Contract with immediate effect by giving written notice to the other party if:
      1. the other party commits a material breach of the Contract and (if such a breach is remediable) fails to remedy that breach within 7 days of that party being notified in writing of the breach;
      2. the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or becomes the subject of insolvency proceedings or seeks to enter into an voluntary arrangement with its creditors
      3. the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.
    2. Where the Contract is for fixed period as set out in the Specification then it will terminate automatically on the final day of the fixed period if not renewed.
    3. Where the Contract term is defined in the Specification by reference to a period of time (e.g. a monthly or annual contract) either party may determine the contract by giving written notice to the other following the expiry of the initial term as set out in the Specification as follows:
      1. a monthly contract – 1 weeks’ notice of termination
      2. an annual contract – 1 months’ notice of termination.
    4. Without limiting its other rights or remedies, the Supplier 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.
    5. Without limiting its other rights or remedies, each party shall have the right to terminate the Contract prior to the Commencement Date by giving the other party at least 5 days written notice.
    6. Without limiting its other rights or remedies, the Supplier shall have the right to suspend provision of the Services under the Contract if the Customer becomes subject to any of the events listed in clause 7.1 above, or the Supplier reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.
  8. CONSEQUENCES OF TERMINATION
    1. On termination of the Contract for any reason:
      1. the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt;
      2. the Customer shall return all Goods, equipment, documents and other property of the Supplier and any Goods which have not been fully paid for. If the Customer fails to do so, then the Supplier may enter the Customer’s premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract;
      3. the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall not be affected, 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
      4. clauses which expressly or by implication have effect after termination shall continue in full force and effect.
    2. in the event that the Customer purports to terminate the Contract prior to the expiry of a fixed term set out in the Specification then the Customer shall be liable to pay the Supplier for the Services for the remainder of the term including the cost of non-returnable Goods purchased by the Supplier in anticipation of supplying the Services (but not the cost of Goods that would have been required by the Supplier to supply the Services to the end of the fixed term unless the Supplier has entered into an irrevocable commitment to purchase the Goods prior to the Customers termination).
  9. INTELLECTUAL PROPERTY
    1. The Customer acknowledges that any and all of the Intellectual Property Rights used or embodied in or in connection with the Services provided by the Supplier and any part thereof are and shall remain the sole property of Supplier or of such other party as may be identified therein or thereon as the Owner (the “Owner”) and the Customer shall not during or at any time after the completion, expiry or termination of the Contract, in any way question or dispute the ownership by the Supplier or the Owner of any such Intellectual Property Rights.
    2. Whilst the Supplier may refer to or may supply materials to the Customer for use in delivering the Services the Customer agrees that such materials are for their own use and reference and not for any other purpose and particularly the Customer agrees that such supply of materials does not amount to a transfer of any Intellectual Property Rights to the Customer
    3. In the event that new Intellectual Property Rights evolve or are generated or arise in the performance of or as a result of the Contract, the Customer acknowledges that the same and all Intellectual Property Rights therein shall belong to the Supplier unless otherwise agreed in writing by the Supplier.
    4. The Customer shall indemnify the Supplier fully against all losses, liability, costs and expenses which the Supplier may incur as a result of work done in accordance with the Customers instructions or the Specification which involves or results in an infringement of any Intellectual Property Right.
  10. CONFIDENTIALITY
    Neither party to the Contract or their employees, servants or agents shall divulge or allow to be divulged to any person or company any confidential information relating to the business or affairs of either party other than such information as is necessary for the performance of their obligations under the Contract.
  11. INDEMNITIES
    The Client shall indemnify and hold harmless the Supplier from and against all Claims and Losses arising from loss, damage, liability, injury to the Supplier’s employees, servants agents and contractors and third parties, infringement of third party intellectual property, or third party losses by reason of or arising out of any information supplied to the Customer by the Supplier, its employees, servants agents and contractors, or supplied to the Supplier by the Customer within or without the scope of the Contract. ‘Claims’ shall mean all demands, claims, proceedings, penalties, fines and liability (whether criminal or civil, in contract, tort or otherwise); and ‘Losses’ shall mean all losses including without limitation financial losses, damages, legal costs and other expenses of any nature whatsoever.
  12. INSURANCE
    The Customer shall maintain at its own cost a comprehensive policy of insurance to cover the liability of the Client in respect of any act or default for which it may become liable to indemnify the Supplier under the terms of the Contract.
  13. GENERAL
    1. Force majeure
      1. For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of the Supplier including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), 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
      2. The Supplier 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
      3. If the Force Majeure Event prevents the Supplier from providing any of the Services for more than 4 weeks, the Supplier shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Customer.
    2. Notices
      Any notice under or in connection with this Contract shall be in writing and shall be delivered to the other party personally or sent by prepaid first-class post, fax or email.
    3. Waiver
      A waiver of any right under the Contract is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. The Supplier’s failure at any time or for any period to enforce any one or more of these Terms and Conditions shall not be a waiver of them or a waiver of its right to enforce such Terms and Conditions in the future.
    4. Third parties
      A person who is not a party to the Contract shall not have any rights under or in connection with it.
    5. Severance
      The Supplier and the Customer believe that these Terms and Conditions are reasonable. If any term or provision in the Agreement shall be held to be illegal or un-enforceable, in whole or in part, under any enactment or rule of law, such term or provision shall to that extent be deemed not to form part of the Contract but the validity and enforceability of the remainder shall continue in full force and effect.
    6. Governing law and jurisdiction
      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, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales