TERMS AND CONDITIONS OF TRADE FOR WESTERN TRAINING SERVICES LTD
1. Definitions
“Agreement” means these terms and conditions and the Booking Form and WTS’s acceptance of the booking form.
“Charges” means the charges for the Training Services set out in the booking form.
“The Client” means the client identified in the Booking Form
“Clause” means a clause in these terms and conditions.
“The Date(s) for the Training Service” means the date(s) upon which the Training Services are to take place as set out in the booking form.
“Delegates” means the number of the Client’s staff who are to receive the Training Services as set out in the booking form.
“WTS” means Western Training Services Ltd.
“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 WTS by 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 WTS as set out in the Booking Form.
“Training Services” means the training services set out in the Booking Form.
2. TRAINING SERVICES AND LOCATION
2.1 WTS 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 24 hours before the Training Services are due to commence, WTS may by notice in writing alter the Training Location.
2.3 Sub-contracting; WTS reserves the right to assign or sub contract its training courses to other personnel.
2.4 WTS course listings are provided for information purposes only and do not constitute an offer for a particular course or programme.
2.5 WTS continually strives to improve the contents of its courses and therefore reserves the right to modify the specification of a course without notice to the Customer.
2.6 A course title, duration, cost, content and location are liable to change at any time.
3. TRANSFERS, CANCELLATION AND POSTPONEMENT
3.1 A Delegate identified in a booking form may transfer to another course provided at least one week’s notice is received and the booking has not previously been transferred by the delegate. A Delegate identified in a booking form may cancel a booking and receive a refund for fees paid when cancelled in writing at least 2-weeks before the scheduled date of the training. No refunds shall be provided for cancellation with shorter notice.
3.2 Delegate substitutions may be made prior to the start of the course without penalty, providing WTS is informed in writing. It is the Customers responsibility, having referred to relevant WTS course information, to ensure the course is suitable for the Delegates requirements.
3.3 Notification of any cancellation or transfer must be made in writing to the Training Manager at Western Training Services Ltd, Matford Business Centre, Matford Park Road, Matford, Exeter, EX2 8ED.
3.4 In all circumstances WTS require written notification of any transfers or cancellations.
3.5 WTS undertakes to provide the training course on the date specified except when circumstances prevent this. In these circumstances WTS will endeavour to re-run the course on a mutually agreeable basis.
3.6 WTS reserves the right to cancel a course, though we make every effort to ensure this does not occur. In the event of a course being cancelled by WTS, alternative dates will be proposed or a full refund of monies paid will be made to the customer.
3.7 WTS takes no responsibility for loss of profit and/or for any incident, consequential special or indirect losses as a consequence of cancellations.
4. DELEGATES
4.1 Delegates shall act reasonably throughout the training. WTS 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 It is the Customers responsibility to ensure that the course is suitable for their requirements.
4.3 All Delegates should have read and understood the course outline and met the necessary prerequisites. WTS reserves the right to ask a delegate to leave the training event if the delegate does not meet the course prerequisites.
4.4 WTS urges clients to support this policy, which is designed to protect the Customers Investment.
4.5 All delegates will be required to abide by any site rules and regulations operating at the course location.
5. CHARGES AND PAYMENT
5.1 The Charges for Training Services shall be due upon booking and shall be paid within 7 days of the date of WTS’s invoice.
5.2 The Client shall pay the Charges without deduction or set-off.
5.3 Sums due under this agreement are exclusive of VAT which shall be payable by the Client.
5.4 In the event the Client fails to make payment in accordance with this agreement, WTS may:
5.4.1 Charge interest at the statutory interest rate specified in the Late Payment of Commercials Debts (Interest) Act 1998 and amendments thereto per month of part thereof on the unpaid sum for that period the sum remained properly due before and after any court judgement; and or
5.4.2 Refuse admission to the Training Course without notice.
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 WTS, request WTS 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 WTS under and/or in connection with this agreement and in respect of breach of this Agreement or statutory duty, representations, statements or tortuous act or omission including negligence.
6.3 In no event shall WTS be liable for (whether direct or indirect) any loss of contracts, profits, anticipated savings, revenue, goodwill, business, loss or corruption of data or software programmes, financing expenses, interruption in the use of availability of data, stoppage to other work or consequential losses, nor for any indirect losses.
6.4 Subject to Clause 6.5, WTS’s liability shall not exceed the Charges.
6.5 WTS 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 to the other for damage, to tangible property, whether personal or real, shall be limited to £2,000,000.
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 WTS which may not be excluded and or limited by law.
6.8 Clause 6 shall apply before and after any termination of this agreement.
6.9 Disclaimer: The information contained in all WTS Training coursework and literature is distributed on an “As Is” basis, without warranty. While every precaution has been taken in the preparation of the training courses and the associated literature, neither the author nor WTS shall have any liability to any person or entity with respect to any loss or damage caused or alleged to be caused directly or indirectly by the instructions contained in the coursework or by the computer software and hardware products described in it.
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 WTS 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 WTS may store the names of the Delegates for the purpose of advising them of the availability of further courses in the future.
9. CONFIDENTIALITY
The parties shall treat as and keep confidential all information whether 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 it’s 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.
10. DATA PROTECTION
10.1 The Client shall ensure that it has in place all necessary consents in connection with Personal Data to allow WTS at all times to perform the training Services without infringing any third part rights. WTS shall not be liable to perform the training services to the extent it is unable to due to a breach of this clause.
10.2 WTS 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 or re-enactments thereof.
11. INTELLECTUAL PROPERTY
All intellectual property rights, including copyright, patents and design arising in connection with this agreement shall belong to and remain vested in WTS and the Client shall execute any document necessary for this purpose.
12. WARRANTY
WTS warrants that in carrying out the Training Services it has and will exercise all reasonable skill and care to be expected of a professional, experienced in such work.
13. HEALTH AND SAFETY
The parties shall comply with all applicable health and safety legislation and codes of practice.
14. TERMINATION
14.1 Either party may terminate this agreement by written notice:
14.1.1 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
14.1.2 If the other party makes any voluntary arrangement with its creditors or enter 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
14.1.3 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
14.1.4 The other party threatens to cease to carry on business.
15. RIGHTS ON TERMINATION
Accrued rights, Clauses 5,6,7,8,9,10,11,12,15 & 18 and rights by their nature intended to survive termination of this agreement, shall survive any termination of this agreement.
16. ASSIGNMENT
This Agreement is personal to the Client and may not be assigned by the Client in whole or in part.
17. 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 or similar approval (other than as a result of any act or omission of WTS) or other authority act or guidance, fire explosion, embargo, terrorism , civil disturbance, accident, epidemics, lightning damage, electromagnetic interference, communications interference, strikes, industrial dispute, or any other cause beyond its reasonable control.
18. NON-SOLICITATION
The Client shall not during the term of this agreement and for 12 months later thereafter, entice or solicit for employment with it or any other entity any Trainer who has been engaged to provide the Training Services.
19. 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 WTS relating to the training services. WTS employees or agents are not authorised to make any representations whatsoever concerning the provision of services unless confirmed by WTS in writing. The Customer acknowledges that it does not rely on, and waives any breach of, such representations that are not so confirmed.
20. AGREEMENT AMENDMENTS
Any amendments to this agreement shall be in writing.
21. EFFECTIVENESS
This agreement shall be effective upon signature of the Booking Form by the parties.
22. 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.
23. LAW
This agreement shall be construed in accordance with English Law and the English Courts shall have sole jurisdiction.
