Well Handled Presentation

Terms & Conditions

RECITALS

(1) The Client wishes to receive the Services of the Company.

(2) The Company has the skills, background and experience in providing the Services and is willing to provide the Services all subject to the provisions of this Agreement.

NOW IT IS AGREED as follows:

  1. Definitions

    In this Agreement, the following words shall have the following meanings:

    'Services' means the Training Course and/or Consultancy Service provided to the Client by the Company.

    'Completion Date' means (date of training or consultation) or such other date as the Parties may agree.

    'Fee' means cost per course or consultancy service.

  2. The Services

    1. The Company shall provide the Services to the Client subject to the provisions of this Agreement.

    2. Prior to the commencement of the Services, the Company shall submit to the Client a Schedule detailing the Services to be provided ('the Schedule of Services'). The Schedule of Services shall specify the Services to be undertaken, the time estimates for the provision of the Services and the fees payable.

    3. On receipt of the Schedule of Services the Client will sign a copy and return that copy to the Company to signify the Client's agreement as to the Services to be provided and the fees payable to the Company. The Client acknowledges and agrees that no Services (other the preparation of the Schedule of Services) will be provided until the Company has received a signed copy of the Schedule of Services from the Client.

    4. The Schedule of Services may be varied, or added to, from time to time, in writing and signed by both Parties. The changes shall be clearly identified, together with the additional or different level of fees to be paid by the Client.

  3. Calculation of time

    1. For fees calculated on a daily rate: 'day' shall mean period of [8] hours inclusive of travel time both to the Client's site and from the Client's site. Time spent in excess of an 8hour period shall be charged at the pro-rated rate for a day.

    2. For fees calculated by reference to an hourly rate: for time spent which is less than a complete hour, the Client shall be charged on a pro-rated basis for the time spent.

  4. Performance of the Services

    1. The Parties shall agree the time and place (if not specified in the Schedule of Services) for performance of the Services, subject to the availability of the Company's staff and or practitioners.

    2. The Company shall use reasonable endeavours to complete the Services by the Completion Date or meet such other dates as agreed by the Parties.

    3. Time shall not be of the essence:

      1. for any times for when the Services are to be performed, whether given or agreed to by the Company; or

      2. for the length of time that any of the Services are to take, whether specified in the Schedule of Services or otherwise; or

      3. for the Completion Date or such other date as agreed by the Parties.

  5. Fee and payment

    1. the Client agrees to pay the Company the balance of the fee. The balance of the Fee shall be paid within 30 days of the date of the final invoice, or as specified in the Schedule of Services.

    2. All amounts stated are exclusive of VAT and/or any other applicable taxes or levy, which shall be charged in addition at the rate in force at the date any payment is required from the Client.

    3. If payment of the Fee is not received by any due date, the Company shall be entitled (without prejudice to any other right or remedy):

      1. to charge interest on the outstanding amount at the rate of 8% per annum above the base lending rate of Bank of Scotland plc, accruing daily;

      2. to require that the Client make a payment in advance of any Services or part of the Services not yet made or supplied; or

      3. not to provide any further Services or part of the Services;

    4. All payments shall quote the Company's invoice number and other reference numbers [(including where applicable) the Schedule of Services reference number].

  6. The Client's obligations

    1. The Client acknowledges and agrees that for the Company to be able to provide the Services the Client shall:

      1. co-operate with the Company and the Company's employees or practitioners as the Company reasonably requires;

      2. provides to the Company such information and documentation as the Company reasonably requires;

      3. make available to the Company and the Company's employees or practitioners the facilities, resources, working space and staff as specified in the Schedule of Services or as may be reasonable required for the provision of the Services; and

      4. instruct the Client's staff and agents to co-operate and assist the Company, and the Company's employees or practitioners.

    2. The Company may charge the Client for any additional reasonable costs and expenses incurred by the Company caused by the Client's instructions, failure to provide instructions, or failure to comply with Clause 6.1.

  7. Protection of confidential information

    1. Each Party ('Receiving Party') shall keep the confidential information of the other Party ('Supplying Party') confidential and secret, whether disclosed to or received by the Receiving Party. The Receiving Party shall only use the confidential information of the Supplying Party for performing the Receiving Party's obligations under the Agreement.

    2. The obligations of Clause 7.1 shall not apply to any information which:

      1. was known or in the possession of the Receiving Party before it was provided to the Receiving Party by the Providing Party;

      2. is, or becomes, publicly available through no fault of the Receiving Party;

      3. is provided to the Receiving Party without restriction or disclosure by a third party, who did not breach any confidentiality obligations by making such a disclosure;

      4. was developed by the Receiving Party (or on its behalf) who had no direct access to, or use or knowledge of the Confidential Information supplied by the Supplying Party; or

      5. is required to be disclosed by order of a court of competent jurisdiction.

    3. This Clause 7 shall survive termination of this Agreement for a period of 6 years.

  8. Warranties, liability and indemnities

    1. The Company warrants that it will use reasonable care and skill in performing the Services and to a standard which conforms to generally accepted industry standards and practices.

    2. If any part of the Services is performed negligently or in breach of the provisions of this Agreement then, at the request of the Client (if the request is given within 6 months of the Completion Date), the Company will re-perform the relevant part of the Services, always subject to Clause 8.4 and Clause 8.5 below.

    3. The Company expressly does not warrant that any result or objective whether stated in this Agreement or not shall be achieved, be achievable or be attained at all or by a given Completion Date or any other date.

    4. Except in the case of death or personal injury caused by the Company's negligence, the Company's liability under or in connection with this Agreement whether arising in contract, tort, negligence, breach of statutory duty or otherwise howsoever, shall not exceed the Fee paid to the Company under this Agreement. The provisions of this Clause 8.4 shall not apply to Clause 8.6.

    5. Neither Party shall be liable to the other Party in contract, tort, negligence, breach of statutory duty or otherwise for any loss, damage, costs or expenses of any nature whatsoever incurred or suffered by that other Party of an indirect or consequential nature including without limitation any economic loss or other loss of turnover, profits, business or goodwill. The provisions of this Clause 8.5 shall not apply to Clause 8.6.

    6. The Client shall indemnify and hold harmless the Company from and against all Claims and Losses arising from loss, damage, liability, injury to the Company, the Company's employees or practitioners, and third parties, infringement of third party intellectual property, or third party losses by reason of or arising out of any information supplied to the Client by the Company, its employees or practitioners, or supplied to the Company by the Client within or without the scope of this Agreement. 'Claims' shall mean all demands, claims, proceedings, penalties, fines and liability (whether criminal or civil, in contract, tort or otherwise); and 'Losses' shall mean all losses including without limitation financial losses, damages, legal costs and other expenses of any nature whatsoever.

    7. Each of the Parties acknowledges that, in entering into this Agreement, it does not do so in reliance on any representation, warranty or other provision except as expressly provided in this Agreement, and any conditions, warranties or other terms implied by statute or common law are excluded from this Agreement to the fullest extent permitted by law. Nothing in this Agreement excludes liability for fraud.

  9. Termination

    1. Without prejudice to other remedies or rights, either Party may terminate this Agreement at any time by written notice to the other Party ('Other Party') and the notice taking effect as specified in the notice:

      1. if the Other Party is in material breach of its obligations under this Agreement, and where a breach is capable of remedy within 14 days, the breach is not remedied within 14 days by the Other Party receiving notice which specifies the breach and requiring the breach to be remedied; or

      2. if the Other Party becomes insolvent or if an order is made or a resolution is passed for the winding up of the Other Party (other than voluntarily for the purpose of solvent amalgamation or re-construction), or if an administrator, administrative receiver or receiver is appointed in respect of the whole or any part of the Other Party's assets or business, or if the Other Party makes any composition with its creditors or takes or suffers any similar or analogous action in consequence of debt.

    2. Cancellation Fees

      1. The client must inform the company of any training course cancellation not less than 30 working days prior to the date of the training course or consultation. Where the client fails to do so, the client shall be required to pay a £250.00 + VAT cancellation fee.

      2. Where the client cancels training or consultancy services within 14 working days of the training course, then the client shall be required to pay the full costs of the training course or consultancy service.

  10. General

    1. Force majeure

      Neither Party shall have any liability under or be deemed to be in breach of this Agreement for any delays or failures in performance of this Agreement which result from circumstances beyond the reasonable control of that Party. The Party affected by such circumstances shall promptly notify the other Party in writing when such circumstances cause a delay or failure in performance and when they cease to do so. If such circumstances continue for a continuous period of more than six months, either Party may terminate this Agreement by written notice to the other Party.

    2. Amendments

      This Agreement may only be amended in writing signed by duly authorised representatives of the Parties.

    3. Assignment

      Subject to the following sentence, neither Party may assign, delegate, sub-contract, mortgage, charge or otherwise transfer any or all of its rights and obligations under this Agreement without the prior written agreement of the other Party. A Party may, however, assign and transfer all its rights and obligations under this agreement to any person to which it transfers all of its business, provided that the assignee undertakes in writing to the other Party to be bound by the obligations of the assignor under this Agreement.

    4. Entire agreement

      This Agreement contains the whole agreement between the parties in respect of the subject-matter of agreement and supersedes and replaces any prior written or oral agreements, representations or understandings between them relating to such subject-matter. The parties confirm that they have not entered into this Agreement on the basis of any representation that is not expressly incorporated into this Agreement. Nothing in this Agreement excludes liability for fraud.

    5. Waiver

      No failure or delay by the Company in exercising any right, power or privilege under this Agreement shall impair the same or operate as a waiver of the same nor shall any single or partial exercise of any right, power or privilege preclude any further exercise of the same or the exercise of any other right, power or privilege. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights and remedies provided by law.

    6. Agency, partnership etc

      This Agreement shall not constitute or imply any partnership, joint venture, agency, fiduciary relationship or other relationship between the Parties other than the contractual relationship expressly provided for in this Agreement. Neither Party shall have, nor represent that it has, any authority to make any commitments on the other Party's behalf.

    7. Severance

      If any provision of this Agreement is prohibited by law or judged by a court to be unlawful, void or unenforceable, the provision shall, to the extent required, be severed from this Agreement and rendered ineffective as far as possible without modifying the remaining provisions of this agreement, and shall not in any way affect any other circumstances of or the validity or enforcement of this Agreement.

    8. Interpretation

      In this Agreement unless the context otherwise requires:

      1. Words importing any gender include every gender;

      2. Words importing the singular number include the plural number and vice versa;

      3. Words importing persons include firms, companies and corporations and vice versa;

      4. References to numbered clauses and schedules are references to the relevant clause in or schedule to this Agreement;

      5. Reference in any schedule to this Agreement to numbered paragraphs relate to the numbered paragraphs of that schedule;

      6. Any obligation on any Party not to do or omit to do anything is to include an obligation not to allow that thing to be done or omitted to be done;

      7. The headings to the clauses, schedules and paragraphs of this Agreement are not to affect the interpretation;

      8. Any reference to an enactment includes reference to that enactment as amended or replaced from time to time and to any subordinate legislation or byelaw made under that enactment;

      9. Where the word 'including' is used in this Agreement, it shall be understood as meaning 'including without limitation'.

    9. Notices

      1. Any notice to be given under this Agreement shall be in writing and shall be sent by first class mail to the address of the relevant Party set out at the head of this Agreement, or such other address as that Party may from time to time notify to the other Party in accordance with this clause.

      2. Notices sent as above shall be deemed to have been received three working days after the day of posting (in the case of inland first class mail).

      3. In proving the giving of a notice it shall be sufficient to prove that the notice was left, or that the envelope containing the notice was properly addressed and posted, as the case may be.

    10. Law and jurisdiction

      The validity, construction and performance of this Agreement shall be governed by English law and shall be subject to the exclusive jurisdiction of the English courts to which the Parties submit.

    11. Third parties

      For the purposes of the Contracts (Rights of Third Parties) Act 1999 this Agreement is not intended to, and does not, give any person who is not a party to it any right to enforce any of its provisions.

Well Handled News Updates
January 2018
NEW COURSES COMING SOON!
Well Handled Ltd are presently developing a range of new and exciting training courses to run along side their successful range of Moving & Handling Training and Consultancy Services that they have been providing since 2003.

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