Standard Terms and Conditions for supply of training

1 DEFINITIONS

In this document the following words shall have the following meanings:

1.1 "Agreement" means these Terms and Conditions together with the terms of any applicable Specification Document or Order;

1.2 "Customer" means the organisation or person who purchases goods and services from the Supplier;

1.3 "Intellectual Property Rights" means all patents, registered and unregistered designs, copyright, trademarks, know-how and all other forms of intellectual property wherever in the world enforceable;

1.4 “Services” means services to be provided by the Supplier to the Customer under the Agreement;

1.5 Not Used

1.6 "Supplier" means MKC Training Services Limited;

1.7 “Third Party” refers to any outside party, contractor or consultant which the Supplier may choose to deliver the Services;

1.8 “Training Session” means the specific session as detailed on the order;

1.9 “Working Day” means every week day apart from Saturday, Sunday, and United Kingdom statutory holidays.

2 GENERAL

2.1 These Terms and Conditions shall apply to all contracts for the supply of services by the Supplier to the Customer.

2.2 The Supplier shall use all reasonable endeavours to complete the services within estimated time frames but time shall not be of the essence in the performance of any services.

3 PRICE AND PAYMENT

3.1 The prices for the supply of training services are as set out in the Order.

3.2 Payment shall be made on a proforma basis.

4 SPECIFICATION OF THE SERVICES

4.1 All Services shall be required only to conform to the course specification. For the avoidance of doubt no description, specification or illustration contained in any product pamphlet or other sales or marketing literature of the Supplier and no representation written or oral, correspondence or statement shall form part of the contract.

5 DELIVERY

5.1 The date of delivery specified by the Supplier is an estimate only. Time for delivery shall not be of the essence of the contract.

6 TITLE

6.1 Subject to Clause 13, Title in the Services or service materials shall not pass to the Customer until the Supplier has been paid in full for the Services subject to Clause 12.

7 CUSTOMER`S OBLIGATIONS

7.1 To enable the Supplier to perform its obligations under this Agreement the Customer shall:

7.1.1 co-operate with the Supplier;

7.1.2 provide the Supplier with any information reasonably required by the Supplier;

7.1.3 comply with such other requirements as may be set out in the Order or otherwise agreed between the parties;

7.1.4 ensure that the Supplier’s staff and any sub-contractors engaged by the Supplier are informed of all relevant health and safety requirements of the Customers site at the outset of any services performed.

7.2 The Customer shall be liable to compensate the Supplier for any expenses incurred by the Supplier as a result of the Customer’s failure to comply with Clause 7.1.

8 WARRANTY

8.1 The Supplier warrants that the Services performed under this Agreement shall be performed using reasonable skill and care, and of a quality conforming to generally accepted industry standards and practices.

8.2 Except as expressly stated in this Agreement, all warranties whether express or implied, by operation of law or otherwise, are hereby excluded in relation to the Services to be provided by the Supplier.

9 INDEMNIFICATION

9.1 The Customer shall indemnify the Supplier against all claims, costs and expenses which the Supplier may incur and which arise, directly or indirectly, from the Customer’s breach of any of its obligations under this Agreement, including any claims brought against the Supplier alleging that any Services provided by the Supplier in accordance with the Specification Document infringes a patent, copyright or trade secret or other similar right of a third party.

10 LIMITATION OF LIABILITY

10.1 Except in respect of death or personal injury due to negligence for which no limit applies, the entire liability of the Supplier to the Customer in respect of any claim whatsoever or breach of this Agreement, whether or not arising out of negligence, shall be limited to the price paid by the Customer to which the claim relates.

10.2 In no event shall the Supplier be liable to the Customer for any loss of business, loss of opportunity or loss of profits or for any other indirect or consequential loss or damage whatsoever. This shall apply even where such a loss was reasonably foreseeable or the Supplier had been made aware of the possibility of the Customer incurring such a loss.

10.3 Nothing in these Terms and Conditions shall exclude or limit the Supplier’s liability for death or personal injury resulting from the Supplier’s negligence or that of its employees, agents or sub-contractors.

11 CANCELLATION

11.1 Cancellation charges including those levied for transfers, deferrals or postponements of services are charged in accordance with the table of charges set out below. All charges are exclusive of VAT.

11.2 Charges are applied to the full quote price of as at the date of cancellation.

11.3 All cancellations, deferrals or postponements must be received in writing by Supplier.

11.4 The Supplier reserves the right to cancel, defer or postpone any Services at any time at its discretion without liability to the Customer. In such circumstances the Supplier will offer the Customer an alternative date or provide a refund of monies paid. The Supplier will not be liable for any expenses incurred by the Customer.

CUSTOMER CANCELLATION

NOTICE PERIOD

CHARGEABLE FEE (%)

30+ DAYS

0

16-29 DAYS

20

11-15 DAYS

50

10 DAYS OR LESS

100

11.5 This Agreement will continue to apply to all arrangements provided to the Customer until such time that terms and conditions are changed.

12 INTELLECTUAL PROPERTY RIGHTS

12.1 All intellectual property rights of any nature (including copyright) created or provided by the Supplier or its employees or Third Parties shall be and remain the property of the Supplier and any such materials shall be licensed to the Customer for internal use only.

12.2 The Customer undertakes to keep all Publications materials created by the Supplier confidential and not to copy, publish or distribute any such information, materials or documents to any third party without the Supplier’s prior written consent, save where such information is in the public domain or the Customer is required to disclose such information by law.

12.3 Each Party agrees with the other not to divulge or allow to be divulged any confidential information relating to the other’s business or affairs other than to its employees or subcontractors who need to know such information or where the other Party has consented to such disclosure.

13 FORCE MAJEURE

13.1 Neither Party shall be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, the act or omission of government, highway authorities or any telecommunications carrier, operator or administration or other competent authority, or the delay or failure in manufacture, production, or supply by third parties of equipment or services, and the Party shall be entitled to a reasonable extension of its obligations after notifying the other Party of the nature and extent of such events.

14 ASSIGNMENT

14.1 The Customer shall not be entitled to assign its rights or obligations or delegate its duties under this Agreement without the prior written consent of the Supplier.

15 SEVERABILITY

15.1 If any provision of this Agreement is held invalid, illegal or unenforceable for any reason by any Court of competent jurisdiction such provision shall be severed and the remainder of the provisions herein shall continue in full force and effect as if this Agreement had been agreed with the invalid illegal or unenforceable provision eliminated.

16 WAIVER

16.1 The failure by either Party to enforce at any time or for any period any one or more of the Terms and Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all Terms and Conditions of this Agreement.

17 NOTICES

17.1 Any notice to be given by either Party to the other may be served by email, fax, personal service or by post to the address of the other Party given in the Specification Document or such other address as such Party may from time to time have communicated to the other in writing, and if sent by email shall unless the contrary is proved be deemed to be received on the day it was sent, if sent by fax shall be deemed to be served on receipt of an error free transmission report, if given by letter shall be deemed to have been served at the time at which the letter was delivered personally or if sent by post shall be deemed to have been delivered in the ordinary course of post.

18 ANTI-BRIBERY COMPLIANCE

18.1 The Customer shall, and shall procure that it and Customer Group shall comply with (a) all applicable laws, regulations, codes and sanctions relating to anti-bribery, anti-corruption or similar activities of (i) the United Kingdom, including without limitation the Bribery Act 2010; (ii) the United States of America including, to the extent applicable, the Foreign Corrupt Practices Act 1977; and (b) any country or countries in which any of the Services or Contract obligations are to be or are performed

19 ENTIRE AGREEMENT

19.1 This Agreement contains the entire agreement between the Parties relating to the subject matter and supersedes any previous agreements, arrangements, undertakings or proposals, oral or written. Unless expressly provided elsewhere in this Agreement, this Agreement may be varied only by a document signed by both Parties.

20 NO THIRD PARTIES

20.1 Nothing in this Agreement is intended to, nor shall it confer any rights on a third party.

21 GOVERNING LAW AND JURISDICTION

21.1 This Agreement shall be governed by and construed in accordance with the law of England and Wales, the Parties hereby submit to the exclusive jurisdiction of the English courts.

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