STANDARD TERMS AND CONDITIONS FOR SUPPLY OF GOODS AND NON -TRAINING SERVICES (2023 Edition V.1)

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;

1.2 "Customer" means the organisation or person who purchases Goods and Services from the Supplier;

1.3 "Deliverables" means all documents, products and materials developed by the Supplier or its agents, subcontractors and personnel as part of or in relation to the Services in any form, including without limitation computer programs, data, reports and specifications.

1.4 "Goods" mean any Goods, including without limitation, materials, technical data, technology, software or hardware which are to be provided by the Supplier to the Purchaser pursuant to the Agreement and means any or all of them, as the context may require.

1.5 "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;

1.6 "Party" means each of the Customer and the Supplier and includes their successors in title, permitted assignees and permitted transferees (collectively "Parties").

1.7 "Services" means those services and associated Deliverables to be provided by the Supplier to the Customer as set out in the Agreement;

1.8 "Specification" means a statement of work, quotation, purchase order or other similar document describing the Goods and Services to be provided by the Supplier;

1.9 "Supplier" means MKC Training Services Ltd.;

1.10 "Third Party": refers to any outside party, contractor or consultant which the Supplier may choose to deliver the Services;

1.11 "Working Day": every weekday apart from Saturday, Sunday, and United Kingdom statutory holidays unless otherwise agreed by the Parties.

2 GENERAL

2.1 These terms and conditions shall apply to all contracts for the supply of Goods and Services by the Supplier to the Customer.

2.2 Before the commencement of the Services, the Customer shall supply a Specification describing the Goods and Services to be provided by the Supplier and the Parties shall agree the price payable and payment profile. Where a Specification is not provided by the Customer, the Customer relies on the reasonable judgment of the Supplier in interpreting the Customer’s requirement and the Supplier shall not be liable where its interpretation of the requirement differs from the Customer’s in the absence of a formal Specification. The Parties acknowledge that in some circumstances that it will not be possible for the Supplier to perform the Agreement based on its reasonable judgement of the requirement alone and a formal Specification from the Customer will be required. In such circumstances, where a Specification is not forthcoming within a reasonable time the Supplier reserves the right to terminate the Agreement with no liability to the Customer.

2.3 All Specifications shall be subject to these terms and conditions save that where a term of the Specification is inconsistent with a term within these terms and conditions the Specification shall take precedence unless advised otherwise by the Supplier.

2.4 The Supplier shall use reasonable endeavours to complete the requirements of the Agreement within estimated timeframes, but time shall not be of the essence in the performance of the Agreement.

3 PRICE AND PAYMENT

3.1 The prices for the supply of Goods and Services are as set out in the Specification. The Supplier shall invoice the Customer following delivery.

3.2 Invoiced amounts shall be due and payable once the Goods or Services have been delivered and shall be no more than 30 calendar days from date of invoice.

3.3 In the event of Late Payment, the Supplier shall be entitled to charge interest on overdue invoices from the date when payment becomes due from day to day until the date of payment at a rate of 4% per annum above the base rate of the Bank of England. In the event that the Customer’s procedures require that an invoice be submitted against a purchase order to facilitate payment, the Customer shall be responsible for issuing such purchase order before the Goods and Services are supplied.

4 SPECIFICATION OF THE GOODS

4.1 All Goods shall be required only to conform to the 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 Agreement.

5 DELIVERY OF GOODS

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 and the Supplier shall not be liable for any loss, costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods.

5.2 Delivery shall be EXW Supplier’s premises in accordance with INCOTERMS 2020 unless agreed otherwise by the Parties and risk shall transfer accordingly.

5A SUPPLY OF SERVICES

5A.1 The Supplier shall supply the Services and any Deliverables to the Customer in accordance with this Agreement.

5A.2 In supplying the Services, the Supplier shall:

(a) perform the Services with reasonable care and skill;

(b) co-operate with the Customer’s reasonable requests in matters relating to the Services, and comply with all reasonable instructions of the Customer;

(d) ensure that the Services and Deliverables will conform in all respects with the Specification;

6 TITLE

6.1 Title in the Goods shall not pass to the Customer until the Supplier has been paid in full for the Goods.

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 obtain all necessary permissions, licenses and consents which may be required to enable the delivery of Goods and Services; and

7.1.4 comply with such other requirements as may be set out in the Agreement or otherwise agreed between the Parties.

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.

7.3 Without prejudice to any other rights to which the Supplier may be entitled, in the event that the Customer terminates or cancels, other than in accordance with Clause 12, the Goods and Services agreed to in the Specification, the Customer shall be required to pay to the Supplier as agreed damages and not as a penalty the full amount of the Goods and Services contracted for as set out in the Specification, and the Customer agrees this is a genuine pre-estimate of the Supplier’s losses in such a case. For the avoidance of doubt, the Customer’s failure to comply with any obligations under Clause 7.1 shall be deemed to be a cancellation of the Goods and Services and subject to the payment of the damages set out in this Clause.

7.4 In the event that the Customer or any third party, not being a sub-contractor of the Supplier, shall omit or commit anything which prevents or delays the Supplier from undertaking or complying with any of its obligations under this Agreement, then the Supplier shall notify the Customer as soon as possible and:

7.4.1 the Supplier shall have no liability in respect of any delay to the completion of any project;

7.4.2 if applicable, the timetable for the project will be modified accordingly;

7.4.3 the Supplier shall notify the Customer at the same time if it intends to make any claim for additional costs.

8 ALTERATIONS TO THE SPECIFICATION

8.1 The Parties may at any time mutually agree upon and execute a new or amended Specification. Any alterations in the scope of Goods and/or Services to be provided under this Agreement shall be set out in the Specification, which shall reflect the changed Goods and/or Services and price and any other terms agreed between the Parties.

8.2 The Customer may at any time request alterations to the Specification by notice in writing to the Supplier. On receipt of the request for alterations the Supplier shall, within ten (10) working days or such other period as may be agreed between the Parties, advise the Customer by notice in writing of the effect of such alterations, if any, on the price and any other terms already agreed between the Parties.

8.3 Where the Supplier gives written notice to the Customer agreeing to perform any alterations on terms different to those already agreed between the Parties, the Customer shall, within 5 working days of receipt of such notice or such other period as may be agreed between the Parties, advise the Supplier by notice in writing whether or not it wishes the alterations to proceed.

8.4 Where the Supplier gives written notice to the Customer agreeing to perform alterations on terms different to those already agreed between the Parties, and the Customer confirms in writing that it wishes the alterations to proceed on those terms, the Specification shall be amended to reflect such alterations and thereafter the Supplier shall perform this Agreement upon the basis of such amended terms.

9 WARRANTY

9.1 The Supplier warrants that as from the date of delivery for a period of 12 months, Goods and all their component parts, where applicable, are free from any defects in design, workmanship, construction or materials.

9.2 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 Goods and Services to be provided by the Supplier.

10 INDEMNIFICATION

10.1 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 infringement of the Supplier’s intellectual property rights or claims brought against the Supplier alleging that any Goods and/or Services provided by the Supplier in accordance with the Specification infringes a patent, copyright or trade secret or other similar right of a third party.

11 LIMITATION OF LIABILITY

11.1 Except in the case of death or personal injury caused by negligence or fraudulent misrepresentation or in other circumstances where liability may not be so limited under any applicable law, the total aggregate liability of the Supplier to the Customer in respect of any claim whatsoever or breach of this Agreement, whether arising in contract, tort, negligence, breach of statutory duty or otherwise, shall be limited to the price paid by the Customer for the aspect of the Goods or Services to which the claim relates.

11.2 In no event shall the Supplier be liable to the Customer for any loss of business, loss of opportunity or loss of profits, anticipated or otherwise, 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.

12 TERMINATION

Either party may terminate this Agreement forthwith by notice in writing to the other if:

12.1 the other Party commits a material breach of this Agreement and, in the case of a breach capable of being remedied, fails to remedy it within 30 calendar days of being given written notice from the other party to do so;

12.2 the other Party commits a material breach of this Agreement which cannot be remedied under any circumstances;

12.3 the other Party passes a resolution for winding up (other than for the purpose of solvent amalgamation or reconstruction), or a court of competent jurisdiction makes an order to that effect;

12.4 the other Party ceases to carry on its business or substantially the whole of its business; or

12.5 the other Party is declared insolvent, or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors; or a liquidator, receiver, administrative receiver, manager, trustee or similar officer is appointed over any of its assets.

13 INTELLECTUAL PROPERTY RIGHTS & CONFIDENTIALITY

13.1 All Intellectual Property Rights of any nature 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 unless agreed otherwise in the Specification.

13.2 The Customer undertakes to keep all 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 or otherwise stated in the Specification, save where such information is in the public domain or the Customer is required to disclose such information by law.

13.3 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.

14 FORCE MAJEURE

14.1 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.

15 INDEPENDENT CONTRACTORS

15.1 The Supplier and the Customer are contractors independent of each other, and neither has the authority to bind the other to any third party or act in any way as the representative of the other, unless otherwise expressly agreed to in writing by both Parties. The Supplier may, in addition to its own employees, engage sub-contractors to provide all or part of the Services being provided to the Customer and such engagement shall not relieve the Supplier of its obligations under this Agreement or any applicable Specification.

16 ASSIGNMENT

16.1 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.

17 SEVERABILITY

17.1 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.

18 WAIVER

18.1 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.

19 NOTICES

19.1 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 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.

20 ANTI-BRIBERY COMPLIANCE

20.1 The Customer shall, and shall procure that it and the Customer’s 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.

21 ENTIRE AGREEMENT

21.1 The 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.

22 NO THIRD-PARTY RIGHTS

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

23 GOVERNING LAW AND JURISDICTION

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

24 DISPUTE RESOLUTION

24.1 If there is any dispute at any time between the Parties arising out of or in connection with the Agreement, then the Parties shall use reasonable endeavours to resolve the dispute amicably.

24.2 The Parties agree that any dispute arising out of or in connection with the Agreement that cannot be resolved amicably in accordance with clause 24.1 shall be referred to and finally resolved by arbitration under the LCIA Rules, which Rules are deemed to be incorporated by reference into this clause 24. The number of arbitrators shall be one. The seat or legal place of arbitration shall be London. The language to be used in the arbitration shall be English.