Terms and conditions for training services

Download general terms and conditions (PDF)
 
1. DEFINITIONS
 
"Agreement" means these terms and conditions and (depending on the type of Training Services) (i) the Booking Form signed by the Customer and Unify's acceptance of the Booking Form or (ii) the Proposal.
 
"Booking Form" means the booking form issued to the Customer by Unify.
 
"Charges" means the charges for the Training Services set out in the Booking Form or the Proposal.
 
"Clause" means a clause in these terms and conditions.
 
"the Customer" means the customer identified in the Booking Form or the Proposal.
 
"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 Customer?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.
 
"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 Unify by the Customer.
 
"Pre-Requisite Skills" means the pre-requisite skills which Delegates must have as identified in writing by Unify.
 
"Proposal" means the proposal for Training Services accompanying these terms and conditions (which is applicable only for bespoke Training Services).
 
"Unify" means Unify Limited.
 
"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 Unify as set out in the Booking Form or the Proposal.
 
"Training Services" means the training services identified or in the Booking Form or the Proposal.
 
 
2. TRAINING SERVICES
 
2.1 Subject to Clauses 2.2 and 2.3, Unify 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, Unify may by notice in writing alter the Training Location provided that the new location is within 5 miles of the original location.
 
2.3 Unify may alter the Date for the Training Services at any time and if the Delegates are unable to attend on the revised date any pre-paid Charges shall be reimbursed by Unify in full satisfaction of any liability in respect of any such alteration.
 
2.4 The Customer shall ensure that the Delegates have the Pre-Requisite Skills.
 
2.5 Any Delegates who do not have the Pre-Requisite Skills will not be eligible to receive the Training Services from Unify and any reasonable additional costs incurred by Unify in rescheduling any of the Training Services due to the Customer's failure to comply with its obligations under Clause 2.2 shall be prayable by the Customer.
 
 
3. TRANSFERS, CANCELLATION AND POSTPONEMENT
 
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:
- Days notice of cancellation / transfer prior to the commencement of the Training Services: % of Charges to pay
- 28 - 15 working days: 50%
- 14 working days or less: 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 to the Unify's Learning & Development Department at Unify Limited, Brickhill Street, Willen Lake, Milton Keynes, MK15 ODJ.
 
 
4. DELEGATES
 
Delegates shall act reasonably throughout the training. Unify may remove a Delegate from a course, where, in the opinion of the Trainer, which shall be final, the Delegate is behaving unreasonably.
 
 
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 Unify's invoice.
 
5.2 The Charges for the Training Services which are subject to a Proposal and related Expenses shall be due upon completion of the Training Services and payable within 30 days of the date of Unify's invoice.
 
5.3 The Customer shall pay the Charges without deduction of set-off.
 
5.4 Sums due under this Agreement are exclusive of VAT which shall be payable by the Customer.
 
5.5 In the event the Customer fails to make payment in accordance with this Agreement, Unify may:
 
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 Customer may, by written notice to Unify, request Unify to propose a higher limit of liability subject to an increase in the Charges.
 
6.2 Clause 6 and Clause 2.3 set out the entire liability of and exclusion thereof by Unify 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 Unify 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, Unify?s liability shall not exceed the Charges.
 
6.5 Unify and the Customer 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 Unify 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 Unify may make reference to a Customer's contract within any proposal to further Customers, provided only fundamental facts are divulged and not proprietary and confidential information.
 
8.2 Unify 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 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.
 
 
10. DATA PROTECTION
 
10.1 The Customer shall ensure that it has in place all necessary consents in connection with Personal Data to allow Unify at all times to perform the Training Services without infringing any third party rights.  Unify 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 Unify warrants to the Customer 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 Customer, 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.
 
 
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 Unify and the Customer shall execute any document necessary for this purpose.
 
 
12. WARRANTY
 
Unify 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 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
 
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 and 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 Customer and may not be assigned by the Customer 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 (other than as a result of any act or omission of Unify) or other Government act, war, 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.
 
 
18. NON-SOLICITATION
 
The Customer 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.
 
 
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, brochures (unless expressly incorporated herein), agreements and representations whether written, oral or implied between the Customer and Unify relating to the Training Services.
 
 
20. AGREEMENT AMENDMENTS
 
Any amendments to this Agreement shall be in writing.
 
 
21. EFFECTIVENESS
 
This Agreement shall be effective upon signature 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.