Terms and Conditions
TERMS AND CONDITIONS FOR TRAINING SERVICES
1. DEFINITIONS
"Agreement" means these terms and conditions and (depending on
the type of Training Services) (i) the Booking Form and PreterLex's
acceptance of the Booking Form or (ii) the Purchase Order issued by
the Client.
"Booking Form" means the booking form issued to the Client by
PreterLex or obtained by the Client from PreterLex's website (which
is applicable only for standard Training Services).
"Charges" means the charges for the Training Services set out in
the Booking Form or the Proposal.
"the Client" means the company or person that authorised the
payment or issuance of a purchase order.
"Clause" means a clause in these terms and conditions.
"Company" means PreterLex Ltd.
"the Date(s) for the Training Services" means the date(s) upon
which the Training Services are to take place as set out in the
Booking Form or the Proposal.
"Delegates" means the numbers of the Client's staff who are to
receive the Training Services as set out in the Booking Form or the
Proposal.
"Expenses" means expenses incurred in respect of travel and
accommodation wholly and necessarily for the purposes of the
Agreement as may be identified in a Proposal.
"Payment" means that the amounts invoiced have been remitted to
the primary payee, variously PayPal,PreterLex's bank or such other
organisation as has been separately agreed between the parties, and
have subsequently cleared into PreterLex's bank account.
"Personal Data" means the data which relates to a living
individual who can be identified from that data or from that data
and other information and which is provided to PreterLex by the
Client.
"Proposal" means the proposal for Training Services accompanying
these terms and conditions (which is applicable only for bespoke
Training Services).
"Services" means services to be provided by Company to Client
under the Agreement which include public scheduled courses, on-site
training courses, consultancy training development, project
management and administration, provision of equipment or systems;
conduct of examinations, venue hire, courseware.
"Signature" means the evidence of attainment of agreement
indicated by means of an exchange of emails which either
specifically affirm the agreement or do not specifically and
explicitly state that agreement has not been attained. One party to
such exchange must be an authorised officer or representative of
PreterLex, the other party to such exchange must be an authorised
officer or representative of the Client.
"the Trainer" means the person delivering the Training
Services.
"the Training Location" means the place at which the Training
Services are to be provided by PreterLex as set out in the Booking
Form or the Proposal.
"Training Services" means the training services set out in the
Booking Form or the Proposal.
"Working Day": every week day apart from Saturday, Sunday,
statutory holidays in place where Services are provided
2. Contractual precedence
Unless otherwise agreed in writing between the parties, if there
is any inconsistency between these T&Cs and any other documents
executed by the parties, the order of priority in descending order
shall be:
(i) any other document executed by a PreterLex director and a
Client authorised signatory;
(ii) these T&Cs;
2. TRAINING SERVICES AND LOCATION
2.1 PreterLex shall provide the Training
Services on the Date(s) for the Training Services and in accordance
with these terms and conditions.
2.2 Up until 72 hours before the Training
Services are due to commence, PreterLex may, by notice either
verbally or any form or written communication alter the Training
Location provided that the new location is within 50 miles of the
original location and it is the responsibility of the Client to
ensure PreterLex has sufficient contact information to enable
this.
3. TRANSFERS, CANCELLATION AND POSTPONEMENT
3.0 If the Consumer Protection (Distance Selling)
Regulations 2000 apply, Client shall have the right to cancel this
Agreement without any liability within 14 days of date of Agreement
provided that Services have not commenced and are not due to
commence in this period.
3.1 If a Delegate identified in a Booking Form
or a Proposal wishes to cancel or transfer to another course, the
following fees shall be due:
|
Confirmed booking with agreed dates
|
15-11 working days before course commencement
|
10-6 working days before course commencement
|
5-0 working days before course commencement
|
|
Cancellation fee
|
50%
|
75%
|
100%
|
|
Re-scheduling fee
|
25%
|
50%
|
100%
|
3.2 A substitute delegate may be provided at
no cost.
3.3 Notification of any cancellation or
transfer must be made in writing/email to the Training Manager at
training@preterlex.com
4. DELEGATES
4.1 Delegates shall act reasonably throughout
the training. PreterLex may remove a Delegate from a course, where,
in the opinion of the Trainer, which shall be final, the Delegate
is behaving unreasonably.
4.2 Delegates in respect of whom payment has
not been completed per §5 will be excluded.
5. CHARGES AND PAYMENT
5.1 The Charges for Training Services which
are subject to a Booking Form shall be due upon booking and shall
be paid within 7 days of the date of PreterLex's invoice or 7 days
prior to the date of commencement of the course, whichever is the
sooner.
5.2 The Charges for the Training Services
which are subject to a Purchase Order and related Expenses shall be
due upon completion of the Training Services and payable within 30
days of the date of PreterLex's invoice.
5.3 The Client shall pay the Charges without
deduction or set-off.
5.4 Sums due under this Agreement are
exclusive of all local or national taxes and money transfer charges
which shall be payable by the Client.
5.5 In the event the Client fails to make
payment in accordance with this Agreement, PreterLex will:
5.5.1 charge interest at the statutory interest rate specified
in the Late Payment of Commercial Debts (Interest) Act 1998 and
amendments thereto per month or part thereof on the unpaid sum for
that period the sum remained properly due before and after any
court judgement; and/or
5.5.2 by notice in writing suspend supply of the Training
Services.
6. LIABILITY AND ITS EXCLUSION AND
LIMITATION
6.1 The Charges are determined on the basis of
the limits of liability set out in these terms and conditions. The
Client may, by written notice to PreterLex, request PreterLex to
propose a higher limit of liability subject to an increase in the
Charges.
6.2 Clause 6 sets out the entire liability of
and exclusion thereof by PreterLex under and/or in connection with
this Agreement and in respect of breach of this Agreement or
statutory duty, representations, statements or tortious act or
omission including negligence.
6.3 In no event shall PreterLex be liable for
(whether direct or indirect) any loss of contracts, profits,
anticipated savings, revenue, goodwill, business, loss or
corruption of data or software programs, financing expenses,
interruption in the use or availability of data, stoppage to other
work or consequential losses, nor for any indirect losses.
6.4 Subject to Clause 6.5, PreterLex's
liability shall not exceed the Charges.
6.5 PreterLex and the Client shall indemnify
each other against damage to tangible property, whether personal or
real, and death or injury to persons to the extent caused by the
negligence of the other party provided that:
6.5.1 the other party is immediately notified of any claim and
has full power to negotiate and settle any claims;
6.5.2 the total liability of each party to the other for damage
to tangible property, whether personal or real, shall be limited to
£2,000,000 in respect of each event or connected series of events
and an annual aggregate of £5,000,000.
6.6 Each provision of this Clause shall
survive independently.
6.7 Nothing in this Agreement shall operate to
limit or exclude any liability of PreterLex which may not be
excluded and or limited by law.
6.8 Clause 6 shall apply before and after any
termination of this Agreement.
7. INSURANCE
The parties shall carry public liability insurance for a minimum
amount of two million pounds for each and every claim and shall
provide evidence of this cover upon reasonable request.
8. ADVERTISING
8.1 PreterLex may make reference to a Client's
contract within any proposal to further Clients, provided only
fundamental facts are divulged and not proprietary and confidential
information.
8.2 PreterLex may store the names of the
Delegates for the purpose of advising them of the availability of
further courses in the future.
9. Intellectual property rights
9.1 PreterLex's name and/or logo may not be
used by Client except with PreterLex's prior written consent.
9.2 Background intellectual property rights: PreterLex or its
licensors shall retain all right, title and interest in and to all
intellectual property rights or other proprietary rights (including
copyright, patents, trademarks, trade or business names, know how,
moral rights, domain names, database rights or any similar rights)
(collectively "Background IPR") owned at any time by PreterLex or
its licensors. PreterLex hereby grants to Client a limited license
to use Background IPR solely to the extent necessary for Client to
receive Services. For avoidance of doubt, Client shall not acquire
any rights to Background IPR including any documents, training
guides, instruction manuals, drawings, diagrams, videos or any
other materials provided by PreterLex in connection with Services
and Client shall not copy, reproduce, sell, licence, distribute,
publish or otherwise circulate such Background IPR except with
PreterLex's prior written consent.
9.3 Foreground intellectual property rights: During this
Agreement, the parties may agree that PreterLex will create or
develop at Client's request new intellectual property products or
materials and provide certain new Services in which intellectual
property rights subsist (collectively "Foreground IPR"). The
parties hereby agree that PreterLex shall own all right, title and
interest in and to all Foreground IPR and PreterLex shall grant to
Client a worldwide, royalty-free, perpetual license to use the
Foreground IPR for Client's internal business purposes only and
provided always that Client shall not commercialise Foreground IPR
and shall not sell, licence, distribute, publish or otherwise
circulate Foreground IPR to any third party except with PreterLex's
prior written consent.
9.4 Client shall promptly inform PreterLex in writing of any
infringement or alleged infringement of Background IPR or
Foreground IPR or any claim coming to Client's attention that
Services or Background IPR or Foreground IPR infringe any person's
intellectual property rights
9.5 Where Client requires Services to be provided by PreterLex
to Client's specifications or requires PreterLex to incorporate
Client's materials within Services, Client shall fully indemnify
PreterLex from and against all losses suffered or incurred by
PreterLex as a result of a claim that provision of Services to
Client's specifications and/or using Client's materials infringes
any person's intellectual property rights.
10. CONFIDENTIALITY
The parties shall treat as and keep confidential all information
whether of a technical, commercial or any other nature relating to
the other party and shall not, during the period of this Agreement,
or at any time after its termination, divulge any such information
to any person not authorised by the divulging party to receive it
and shall not utilise any secret or confidential knowledge or
information acquired in connection with this Agreement to the
detriment or prejudice of the other party or use the same for any
purposes save for the purposes of this Agreement.
11. DATA PROTECTION
11.1 The Client shall ensure that it has in place all
necessary consents in connection with Personal Data to allow
PreterLex at all times to perform the Training Services without
infringing any third party rights. PreterLex shall not be liable to
perform the Training Services to the extent it is unable to due to
a breach of this Clause.
11.2 PreterLex warrants to the Client that it will only
use the Personal Data for the purpose of carrying out its
obligations hereunder and that it will ensure that all reasonable
and appropriate security measures are in place to protect the
Personal Data and that it will destroy or deliver up the Personal
Data upon written demand from the Client, and further, that it has
in all respects complied with its obligations under the Data
Protection Act 1998 and any amendments to or re-enactments
thereof.
12. INTELLECTUAL PROPERTY
All intellectual property rights, including copyright,
patents and design arising in connection with this Agreement shall
belong to and remain vested in PreterLex and the Client shall
execute any document necessary for this purpose.
13. WARRANTY
PreterLex warrants that in carrying out the Training Services it
has and will exercise all reasonable skill and care to be expected
of a professional organization experienced in such work.
14. HEALTH AND SAFETY
The parties shall comply with all applicable health and safety
legislation and codes of practice.
15. TERMINATION
15.1 Either party may terminate this Agreement by written
notice:
15.1.1 if the other party fails to remedy a material
breach of this Agreement within 30 days of written notice
identifying the breach and notifying of an intention to terminate;
and/or
15.1.2 if the other party makes any voluntary
arrangement with its creditors or enters into administration
(whether or not pursuant to a court order) or (being an individual
or firm) becomes bankrupt or (being a company) goes into
liquidation or is deemed under Section 123 of the Insolvency Act
1986 to be unable to pay its debts or is dissolved; and/or
15.1.3 if an encumbrancer takes possession, or a
receiver or administrative receiver is appointed, of any of the
property or assets of the other party; and/or
15.1.4 the other party threatens to cease to carry
on business.
16. RIGHTS ON TERMINATION
Accrued rights, Clauses 5, 6, 7, 8, 10, 11, 12, 13, 16 and 19
and rights by their nature intended to survive termination of this
Agreement, shall survive any termination of this Agreement.
17. ASSIGNMENT
This Agreement is personal to the Client and may not be assigned
by the Client in whole or in part.
18. FORCE MAJEURE
Neither party shall be responsible for any failure or delay in
performance of its obligations under this Agreement (other than the
obligation to make payments of money) due to any force majeure
event including, Act of God, refusal of licence (other than as a
result of any act or omission of PreterLex) or other Government
act, fire explosion, embargo, terrorism, civil disturbance,
accident, epidemics, lightning damage, electromagnetic
interference, radio interference, strikes, industrial dispute, or
any other cause beyond its reasonable control.
19. NON-SOLICITATION
The Client shall not during the term of this Agreement and for 6
months thereafter, entice or solicit for employment with it or any
other entity any Trainer who has been engaged to provide the
Training Services.
20. ENTIRE AGREEMENT
This Agreement sets out the entire agreement between the parties
in relation to the subject matter hereof and supersedes all
previous arrangements, agreements and representations whether
written, oral or implied between the Client and PreterLex relating
to the Training Services.
21. AGREEMENT AMENDMENTS
Any amendments to this Agreement shall be in writing.
22. EFFECTIVENESS
This Agreement shall be effective upon signature by the
parties.
23. THIRD PARTIES
Third parties have no rights under the Contracts (Rights of
Third Parties) Act 1999 or any amendment to or re-enactment of it
to enforce any provision of this Agreement.
24. LAW
This Agreement shall be construed in accordance with English law
and the English courts shall have sole jurisdiction.
