1.1 In these terms and conditions the following definitions apply:
means a day other than Saturday, Sunday and public holidays;
means the date on which provision of the Services shall commence as specified in the Order
means any commercial, financial or technical information relating to the products, services, plans, know-how or trade secrets, which is obviously confidential or has been identified as such, or which is developed by a party in performing its obligations under or otherwise pursuant to the Contract;
means the agreement between the Supplier and the Customer for the supply and purchase of the Services incorporating these Terms and the Order;
means the customer whose details are set out in the Order;
means all documents, materials, data, proprietary software (and the media on which they are each recorded), supplied by the Customer to the Supplier;
means copyright, patents, know-how, trade secrets, trade marks, trade names, design rights, rights in get-up, rights in goodwill, rights in confidential information, rights to sue for passing off, chip topography rights, mask works, utility models, domain names and all similar rights and, in each case:
means Supplier staff led simulations, presentations or activities relevant to the training course.
means the Customer's written acceptance of the Supplier's quotation for the supply of the Services;
means the services set out in the Order and detailed in the Specification;
means the description or specification for the Services provided to the Customer;
means Hendeca Group Limited (Co. No.: 08578463) whose registered office is at Woodhatch Place, 11 Cockshot Hill, Reigate, Surrey, RH2 8EF
means all documents, equipment, materials, data, proprietary software (and the media on which they are each recorded), which are owned by the Supplier at the date of the Contract or which are subsequently created by the Supplier as a result of performing the Services;
means the address for provision of the Services (if any) as set out in the Order;
means the standard terms and conditions of business of the Supplier set out in this document;
means value added tax under the Value Added Taxes Act 1994 or any other similar sale or fiscal tax applying to the supply of the Services;
means any behaviour that could interfere with, disrupt, negatively affect, or inhibit individuals from engaging in the workshops, or the Supplier from delivering the workshops.
1.2 Unless the context otherwise requires:
2.1 An Order will be deemed to be an acceptance of an offer to purchase the Services from the Supplier on these Terms.
2.2 Marketing and other descriptive matter relating to Services are illustrative only, and do not form part of the Contract. The Customer agrees that, in placing an Order, it has not relied on any representation or statement by the Supplier not set out in the Contract.
2.3 These Terms apply to and form part of the Contract for the supply of the Services by the Supplier to the Customer. They supersede any previously issued terms and conditions of supply.
2.4 No terms or conditions endorsed on, delivered with, or contained in the Customer's purchase order, confirmation of order, specification or other document will form part of the Contract.
2.5 No variation of the Terms or to an Order or to a quotation from the Supplier will be binding unless expressly agreed in writing and executed by a duly authorised signatory of the Supplier.
3.1 The price for the Services will be as set out in the Order or in default of such provision will be calculated in accordance with the Supplier's standard scale of charges in force on the date of formation of the Contract.
3.2 The price does not include Value Added Tax which will be charged in addition at the then applicable rate.
3.3 The Supplier will invoice the Customer for the price in advance. Invoices will include all information necessary to enable the Customer to check their accuracy. Unless otherwise stated in the quotation, the price is payable in advance of the training and in full as soon as the Order is placed.
3.4 The Customer will pay all invoices:
3.5 Where sums due hereunder are not disputed in good faith and are not paid in full by the due date:
3.6 Where some part-only of the price is disputed in good faith, any undisputed amounts remain payable by the Customer in accordance with these Terms.
4.1 The Supplier will provide the Services to the Customer in accordance with the Specification.
4.2 The Services will begin on the Commencement Date and be performed for the period set out in the Order or earlier termination of the Contract.
4.3 The Supplier will not be liable for any delay in or failure of performance of the Services (including any failure to achieve any milestone or other date) so far as caused by an event of Force Majeure or the Customer's failure to perform its obligations.
4.4 The Supplier may make any changes to the Services:
4.64.6 Prior to the Commencement Date the Supplier will assess the suitability of the Supply Location (the “Location”) by:
4.7 Following the Supplier’s assessment of the Location, should the Supplier deem the Location to be unsuitable to carry out a Live Demonstration the Supplier may:
4.8 In the event that an adjustment needs to be made under clause 4.7, the Supplier will not be liable for any delay or failure of performance of the Services.
5.1 The Supplier will:
6.1 The Customer will pay the price for the Services in accordance with the Contract
6.2 The Customer will:
6.3 The Customer will also:
6.4 The Services are provided at the Customer's request and the Customer is responsible for verifying that the Services are suitable for its own needs.
7.1 If the Supplier is prevented or delayed in performing the Services by any cause attributable to the Customer, the Supplier (without prejudice to its other rights):
8.1 The Supplier does not exclude its liability:
8.2 Neither party will be liable for:
8.3 Other than as set out above, the Supplier limits its liability (however arising) in respect of or in connection with the Services, and otherwise in connection with the Contract, to the total price of the Services under the Contract as set out in the Order.
8.4 The Customer acknowledges and accepts that the Supplier will not be liable for any activities not included within the Services. The Customer remains solely responsible for determining that the Services and any Specification is suitable for its needs.
9.1 The Supplier shall perform its obligations under this Contract in accordance with:
9.2 Each party shall notify the other as soon as practicable of any health and safety incidents or material health and safety hazards at the Supply Location of which it becomes aware and which relate to or arise in connection with the performance of this Contract.
9.3 The Supplier shall instruct their staff to adopt any necessary associated safety measures to manage any such material health and safety hazards.
10.1 Save as required by law, neither party shall make any public announcements concerning the Contract or use the other party’s logo or branding in any publicity activities without the prior written consent of the other party, such consent not to be unreasonably withheld.
11.1 Nothing in the Contract will affect the rights (including Intellectual Property Rights) in the Supplier Materials which are and shall remain vested in the Supplier.
11.2 To the extent that the Supplier Materials are used or incorporated into the then the parties acknowledge and agree that the Customer is licensed to use the same upon the terms set out in clause 11.3.
11.3 The Supplier hereby grants to the Customer a non-exclusive, non-transferable, non-sublicensable, world-wide and royalty-free licence to use the Supplier Materials solely for the purpose of providing the Services.
11.4 The Customer:
12.1 Each party shall keep confidential all Confidential Information of the other party and will only use the other's Confidential Information as required to perform the Contract. The provisions of this clause will not apply to:
12.2 This clause 12 will remain in force for a period of 6 years from the date of termination of the Contract.
13.1 Force Majeure means an event or sequence of events beyond a party's reasonable control preventing or delaying it from performing its obligations under the Contract including (but not limited to) an act of God, fire, flood, lightning, earthquake or other natural disaster; war, riot or civil unrest, strike, lockout or boycott or other industrial action; illness or unavailability of personnel key to the delivery of the Services; interruption or failure of supplies of power, fuel, water, transport, equipment, telecommunications service or material required for performance of the Contract (Force Majeure). Failure to pay or be paid is not Force Majeure.
13.2 A party will not be liable if delayed in or prevented from performing its obligations due to Force Majeure, provided that it:
13.3 If, due to Force Majeure, a party:
14.1 The Customer has the right to cancel the Services by giving written notice to the Supplier at any time.
14.2 Notwithstanding clause 14.1, where the Customer provides the Supplier with more than 5 days written notice the Customer will be entitled to:
14.3 Where the Customer provides the Supplier with less than 5 days written notice the Customer will be entitled to:
14.4 Where the Customer provides the Supplier with less than 48 hours written notice the Customer will:
15.1 The Contract may be terminated forthwith at any time by either party on written notice to the other if:
15.2 In addition to its rights under clause 15.1, the Supplier may terminate the Contract at any time:
15.3 On termination of the Contract for any reason:
Unless stated otherwise, time is not of the essence of any date or period specified in these Terms.
16.2 No set-off
All payments by the Customer will be made without set-off or counterclaim, free and clear of and without deduction for any tax, levy, duty, charge, or withholdings of any kind now or in the future, imposed in any jurisdiction unless a party is compelled by law to deduct or withhold any such amounts, in which case it will pay to the other such additional amount as will ensure that the other is paid the full amount it would have received but for such deduction or withholding.
The parties are independent businesses and not principal and agent, partners, or employer and employee.
If any part of these Terms are found by a court, tribunal or other administrative body of competent jurisdiction to be unenforceable or invalid for any reason, that provision is to be severed from the Terms and the remaining provisions of the Terms will otherwise remain in full force.
Notices under the Contract will be in writing and sent to the persons and addresses set out in the Order. They may be given, and will be deemed received:
No delay, act or omission by either party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy.
16.7 Rights of Third Parties
The Contract is not enforceable by any third party under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
These Terms prevail over those of the Order or Schedule (if any).
16.9 Entire Contract
The Contract constitutes the entire agreement between the parties in relation to its subject matter. No other terms apply.
The Contract will bind and benefit each party’s successors and personal representatives.
16.11 Governing Law and Jurisdiction