Training Services

1. Definitions & Interpretation

1.1. In these terms the following expressions shall have the following meanings:

1.2. "The Company" means The Software Practice Ltd. 

1.3. "Goods" means any training materials, manuals, computer discs, courseware or other articles or things to be supplied by the Company to the Client under the terms of the Contract. 

1.4. "Services" means the training, consultancy or other services to be provided by the Company to the Client under the terms of the Contract and "Service" shall be construed accordingly. 

1.5. "The Client" means the person, firm or company with whom the Contract is made by the Company, whether directly or indirectly through an agent.

1.6. “Contract" means the contract between the Company and the Client under which the Services and/or Goods are to be supplied by the Company to the Client.

1.7. “Writing” means letter, fax or email.

1.8. "Working Day" means any day other than a Saturday, Sunday or bank or public holiday.

1.9. Headings are for ease of reference only.

2. Orders / Bookings

2.1. The Company shall supply the Services and/or Goods and the Client shall purchase the same in accordance with any order or booking of the Client which is accepted in Writing by The Company, subject to these terms.

2.2. In the case of course bookings, the Client’s booking must be made using the Company’s standard “Course Booking Form” and the issue of the Company’s “Joining Instructions” documentation shall denote acceptance in Writing.

2.3. Any order or booking which is expressed to be provisional or which is not confirmed by the Company in Writing shall be deemed to be provisional and non-binding.

2.4. Any orders or bookings placed other than with the Company’s standard “Course Booking Form”, including, but not limited to, those placed by telephone, letter or email, shall be deemed to incorporate these terms.

2.5. Notwithstanding acceptance in Writing by The Company, it shall be a condition of the Contract that the Client supplies the Company with a valid purchase order number and a signed booking confirmation and the Company shall be entitled, at its discretion, to treat the booking or order as provisional until these have been received.

2.6. The Company reserves the right to allocate provisionally-booked Services and/or Goods to other clients or to cancel Services which have provisional bookings only.

2.7. THESE TERMS SHALL GOVERN THE CONTRACT TO THE EXCLUSION OF ANY OTHER TERMS IMPLIED BY TRADE CUSTOM OR COURSE OF DEALING OR WHICH THE CLIENT MAY SEEK TO INTRODUCE WHEN ACCEPTING ANY QUOTATION OF THE COMPANY OR WHEN PLACING ANY ORDER.

2.8. These terms together with any quotation or other Contract document into which they are incorporated represent the entire agreement and understanding between the Client and The Company with regard to the Contract.

2.9. The Company’s employees are not authorised to make any representations whatsoever concerning the provision of Services and/or Goods, unless confirmed by the Company in Writing.

2.10. Any statement, description, information or recommendation contained in any brochure, leaflet, newsletter, website, email circular, price list, advertisement or other communication or document is for general information only, may be altered without notice and shall not form part of the Contract and shall not be construed to enlarge, vary or override in any way the Contract or any of these terms unless otherwise agreed in writing.

2.11. THE CLIENT ACKNOWLEDGES THAT IT IS NOT ENTERING INTO THE CONTRACT ON THE BASIS OF, OR IN RELIANCE UPON, ANY STATEMENT, REPRESENTATION, WARRANTY OR UNDERTAKING EXCEPT AS EXPRESSLY SET OUT IN THE CONTRACT.

2.12. No alterations to the Contract or any of these terms shall be binding on The Company unless agreed in writing and expressed to be amendments.

2.13. The Client shall be responsible to The Company for ensuring the accuracy of any order and for giving The Company any necessary information relating to the provision of the Services and/or Goods in sufficient time to enable The Company to perform the Contract.

3. Service Provision

3.1. The Company shall use all reasonable endeavours to provide the Services and/or Goods in accordance with the Contract.

3.2. The Company reserves the right to cancel or re-schedule the provision of the Services and/or Goods without notice to the Client and without liability for financial penalty or compensation to the Client other than an amount limited to a refund of 100% of any amounts already paid by the Client in respect of the relevant Services and/or Goods.

3.3. The Company strives constantly to improve the content of its courses and, accordingly, reserves the right to modify the specification of any course without notice to the Client.

3.4. All course delegates and other Service recipients should have read and understood the course outline and met the specified prerequisites. The Company reserves the right to refuse or curtail any training or other Services if a delegate, or substitute delegate attending on behalf of the Client, fails to satisfy any requirements or pre-requisites notified by the Company to the Client prior to the commencement of such course/Service provision or detailed in the Company’s standard course outline. This may entail asking the delegate to leave. The Company urges the all clients to support this policy, which is designed to protect their investment.

3.5. In relation to public, scheduled courses:

· The Company reserves the right to turn away any delegate who arrives more than 30 minutes late.

· Whilst the Company endeavours to ensure delegates are of a similar ability, it is the Client’s responsibility to determine that the course is of an appropriate level for their delegate(s).

· The Company reserves the right to omit or vary any topic from the scheduled course outline at the trainer’s discretion.

3.6. In relation to private, tailored courses, the Company cannot guarantee to deliver tailored training unless adequate training needs analysis information has been received by the Company at least 4 Working Days before the start of the course. In the absence of such information the company reserves the right to deliver training to the Company’s standard public course outline at the price agreed for the tailored course.

3.7. The company reserves the right to require any delegate to leave the course and to cease the provision of Services to that the delegate where the delegates conduct is, in the reasonable opinion of the Company, disruptive and detrimental to the interests of other delegates.

3.8. Where Services are to be performed on-site, the Client shall provide the Company’s employees, agents and sub-contractors with adequate access to the place of performance and free use of any necessary services or facilities. Where any employee, agent, or sub-contractor of the Company is admitted to the Client’s premises pursuant to the Contract, the Client shall take all necessary measures to safeguard the health and safety of such persons and shall indemnify the Company against all claims, costs and expenses resulting from any breach of this condition.

3.9. It is the responsibility of the Client to advise the Company of any delegates with special needs. The Company cannot accept responsibility for meeting the needs of such delegates unless it has confirmed in Writing that it is able to accommodate those needs.

4. Prices

4.1. The price payable for the Services and/or Goods shall be as specified in the Contract.

4.2. All prices are exclusive of Value Added Tax, which will be charged at the appropriate rate.

4.3. Credit card payments are acceptable but will attract an additional 3.0% administration charge.

4.4. Unless otherwise stated in the quotation, all prices quoted are valid for 30 days after which time they may be altered without notice to the Client

5. Payment Terms

5.1. Unless otherwise agreed by the Company in Writing payment for Services and/or Goods shall be due within 30 days of the date of the Company’s invoice.

5.2. If the Services and/or Goods are provided over a period of time the Company shall be entitled to invoice the Client at regular intervals during the period of time that the Services and/or Goods are being provided and payment shall be due within 14 days of the date of each such invoice notwithstanding that subsequent Services and/or Goods are not provided or any other default on the part of the Company.

5.3. The time of payment shall be of the essence of the Contract.

5.4. Without prejudice to any other rights it may have, the Company is entitled to charge interest at 5% per annum above the base rate from time to time of Barclays Bank Plc on overdue payments such interest to run from the due date for payment until payment in full is received whether before or after judgement.

5.5. The Client shall not be entitled by reason of any claim against The Company to withhold any payment.

5.6. Cheques should be made payable to The Software Practice Ltd and sent to The Software Practice Ltd, Bulbeck Mill, Barrington, Cambridge, CB2 5QY. BACS credits should be directed to The Software Practice, A/c No: 00194247, Sort Code 20 17 19, Barclays Bank, PO Box 2, Bennet Street, Cambridge, CB2 3PZ.

5.7 5.7. Without prejudice to any other rights the Company may have, it shall be entitled to instruct a debt collection agency to recover any overdue payments and the Company shall be entitled to charge the Client for any costs thereby incurred.

6. Cancellation and Postponement

6.1. In the event of the Client cancelling or wishing to re-schedule a confirmed booking 15 Working Days or less before the due date for commencement or delivery, the Client agrees to pay, by way of agreed damages, the percentage of the Contract price shown in the following table:

6.2. In the event of the Client’s delegate failing to attend, or withdrawing from the course or other Service provision, or being required to withdraw by the Company pursuant to clauses 3.4, 3.5 or 3.7, the full price will remain payable in accordance with the Contract. The delegate may rejoin the course or resume provision of the Service only at the discretion of the Company.

6.3. The Client may substitute delegates at any time upon notification in writing to the Company subject to any new delegate complying with the pre-requisites and requirements for the course or other Service provision as notified by the Company to the Client or as set out in the Company’s standard course outline.

6.4. The Client may, with the agreement in Writing of the Company, re-schedule attendance on a particular booked course or other Service provision, or re-schedule delivery of the Goods, to another date. In this case any invoice already issued for the original Goods and/or Service provision will remain payable in full. Where the re-scheduling takes place 15 or fewer Working Days before the original date for commencement/delivery and agreed damages are payable in accordance with the table in 6.1, then the Company will issue a further invoice reflecting the net balance due.

7. Sub-Contracting

7.1. The Company may assign or sub-contract the whole or any part of the Contract to any person firm or company. The Client may not assign or transfer any of its rights or obligations hereunder.

8. Consequential Loss

8.1. The Company shall not be liable for any loss or profit, loss of use, loss of contracts, business interruption, adverse effects on performance or operability of other computer hardware or software, or any other indirect, special or consequential loss, costs, claims, damages or expenses arising, or alleged to have arisen, out of any tortious act or omission or any breach of contract or statutory duty or other cause on the part of the Company.

9. Limitation of Liability

9.1. EXCEPT AS OTHERWISE STATED IN THESE TERMS, ALL CONDITIONS, WARRANTIES AND INNOMINATE TERMS (WHETHER EXPRESS OR IMPLIED BY STATUTE, COMMON LAW, CONDUCT, TRADE CUSTOM OR USAGE, OR PREVIOUS COURSE OF DEALING OR OTHERWISE AS TO THE SATISFACTORY QUALITY, FITNESS FOR PURPOSE, DESCRIPTION OR OTHERWISE OF THE GOODS OR SERVICES) ARE HEREBY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW.

9.2. Without prejudice to the generality of the foregoing clause, The Company shall not be liable to the Client for defective performance or supply of any Services and/or Goods unless notified within five Working Days of performance or delivery.

9.3. If The Company fails to perform or supply the Services and/or Goods for any reason other than a cause beyond The Company's reasonable control or the Client's default and, accordingly, The Company is liable to the Client, The Company's liability shall be limited to the excess (if any) of the cost to the Client (in the cheapest available market) of procuring the provision of identical Services and/or Goods over the price of the Services and/or Goods.

9.4. The Company’s aggregate liability to the Client whether arising in tort, contract, misrepresentation, breach of statutory duty, or otherwise shall not exceed the net price invoiced to the Client for the Services and/or Goods giving rise to the liability, in respect of any occurrence or series of occurrences.

9.5. Nothing in these terms shall have the effect of excluding or limiting The Company’s liability for death or personal injury resulting from its negligence. Where the Goods are sold and/or the Services supplied under a consumer transaction the statutory rights of the Client are not affected by these terms.

9.6. The Company shall not be liable for any deficiency in the Services and/or Goods arising from inaccurate, misleading or inadequate information being supplied by the Client to the Company or by any failure of the Client to supply requisite information in time.

10. Backups & Virus Control

10.1. The Company will use all reasonable endeavours to ensure that all software introduced to the Client’s computers will be free of computer viruses.

10.2. IT IS THE RESPONSIBILITY OF THE CLIENT TO ENSURE THAT CURRENT BACKUP COPIES OF ALL COMPUTER SOFTWARE AND DATA ARE MAINTAINED.

10.3. The Company shall not be liable for any loss of, or damage to, software programs or data of the Client or third parties, occurring during or as a consequence of the provision of any Services and/or Goods, whether caused by computer virus or otherwise.

11. Default or Insolvency of Client

11.1. If the Client shall be in breach of any of its obligations under the Contract or if any distress or execution shall be levied on the Client's property or assets or if the Client shall make or offer to make any arrangement or composition with its creditors or commit any act of bankruptcy or any bankruptcy petition shall be presented against it or if the Client is a company if any Resolution or Petition to wind up such company shall be passed or presented or if a receiver, administrative receiver or administrator of the whole or any part of such company's undertaking, property or assets shall be appointed, the Company in its discretion and without prejudice to any other right or claim may by notice in writing determine wholly, or in part, every contract between the Company and the Client or may (without prejudice to the Company's right subsequently to determine the Contract for the same cause should it so decide) by notice in writing suspend further supplies of Services and/or Goods until any defaults by the Client are remedied.

12. Indemnity, Confidentiality and Intellectual Property Rights

12.1. Where Services and/or Goods are to be provided in accordance with the Client’s specification the Client shall indemnify the Company against all losses, costs, claims, expenses and damages incurred or arising out of any alleged infringements of patents, trademarks, registered designs, design right or copyright occasioned by the provision of the Services and/or Goods.

12.2. The copyright, and any other applicable intellectual property rights, in all manuals, exercises, examples, computer files, programs, diagrams, images, videos, recordings and other materials in any medium prepared by the Company in relation to the provision of the Services and/or Goods shall remain with the Company. No such materials may be copied, reproduced, resold, lent, hired or otherwise duplicated or distributed in any form without the prior written consent of the Company. All such information shall be treated as confidential and shall not be disclosed to any third party without the prior written consent of the Company.

12.3. The Client shall ensure that its employees and all those under the Client's control and supervision shall comply with the foregoing clause.

13. Force Majeure

13.1. The Company shall not be liable to the Client and shall be entitled to postpone, delay, alter or cancel provision of the Services and/or Goods if it is prevented from or hindered in or delayed in the provision of Services or supply of Goods through any circumstances beyond its reasonable control including, but not limited to, failure or interruption of power or utility supplies, staff illness or absence, failure or interruption of communication systems, fire, flood, adverse weather conditions, transport delays or accidents, computer or network failure or breakdown, computer viruses, unavailability of software, breakdown of machinery, labour disputes, war or terrorism.

14. Proper Law

14.1. The Contract shall in all respects be governed by English Law and shall be deemed to have been made in England and the Client and the Company agree to submit to the non-exclusive jurisdiction of the English Courts.

[Version 2004/1]