Terms & Conditions

Interpretation

1.0 The definitions and rules of interpretation in this condition apply in these terms and conditions (Conditions).

Alternative Partnership: The trading name of Action Training (ATL) Limited.

Client: The person, firm or company who books a place on a Training Programme for its delegates.

Client Equipment: Any equipment, systems, cabling facilities, documents, information or materials provided by the Client to Alternative Partnership to be used directly or indirectly in the supply of the Training Programme.

Conditions: These terms and conditions (including Any Special Terms) as amended from time to time by Alternative Partnership.

Contract: The contract between Alternative Partnership and the Client for the provision of the Training Programme comprising these Conditions (including any Special Terms), the Quotation, Training Agreement and where relevant Alternative Partnership’s written acceptance of the Order.

Delegate: A person nominated by the client to attend the Training Programme as set out in the Training Agreement.

Document: Includes, without limitation, in addition to any document in writing, any drawing, map, plan, diagram, design, picture or other image, tape, disk or other device or record embodying information in any form.

Intellectual Property Rights: All patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in design, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such right.

Order: [the Client’s Order for Services set out in the Client’s purchase order form] OR [THE Client’s written acceptance of the Quotation and the Training Agreement].

Policies: All such policies and rules that apply at the Premises including without limitation all policies relating to health and safety and security.

Premises: The premises as which the Training Programme is being provided (whether being Alternative Partnership’s premises, the Client’s premises or a third party’s premises) including within any building and outdoors.

Programme Fee: The fee for the Training Programme as set out in the Quotation. Programme Material: all Documents, information, data, software and materials provided to the Client or the Delegates by Alternative Partnership in relation to the Training Programme.

Quotation: Alternative Partnership’s quotation for the Order to which these Conditions are appended.

Services: The Services to be provided by Alternative Partnership as set out in the Training Agreement, Service Level Agreement and Quotation (including without limitation the Training Programme).

Termination Charge (1): A sum equal to 50% of the Programme Fee payable by the Client to Alternative Partnership for the Training Programme on termination of the Contract.

Termination Charge (2): A sum equivalent to 100% of the Programme Fee payable by the Client to Alternative Partnership for the Training Programme on termination of the Contract.

Training Agreement: The document headed “Training Agreement” or other proposal document [including Service Level Agreements] provided to the Client by Alternative Partnership setting out the details of the services and to which the Conditions are appended.

Training programme: The Training programme to be provided to the Client by Alternative Partnership under the Contract as set out in the Training Agreement and/or Service Level Agreement.

VAT: Value Added Tax chargeable under English law for the time being and any similar additional tax.

1.1 Headings in these conditions shall not affect their interpretation.

1.2 A person includes natural person corporate or incorporated body (whether or not having separate legal personality).

1.3 A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.

1.4 Unless expressly stated otherwise, a reference to writing or written includes faxes and e-mail.

1.5 Any obligation in the contract on a person not to do something includes, without limitation, an obligation not to agree, allow, permit or acquiesce in that thing being done.

1.6 References to conditions are to the conditions of the Contract Terms and Conditions

Performance of the Training Programme

2.0 Subject to the provisions of the condition 3, Alternative Partnership Trainer/Tutor/Coach shall provide the Training Programme to the Delegate on such date(s) and at such location(s) as are specified in the Training Agreement and/or Service Level Agreement. Time shall not be of the essence with regard to the provision of the Services within the timescales specified.

2.1 Alternative Partnership shall use reasonable endeavours to:

2.2 Provide the Training Programme in accordance with the Training Agreement and/or Service Level Agreement.

2.3 Accommodate any special requirements of a Delegate communicated to Alternative Partnership under condition 6.I.9 if Alternative Partnership considers that it is both reasonable and practical to do so and provided that it shall not be liable under the contract if, as a result of such observation, it is in breach of any of its obligations under the Contract.

2.4 Observe all health and safety rules and regulations, and any other reasonable security requirements that apply at, Alternative Partnership provided that it shall not be liable under the Contract if, as a result of such observation, it is in breach of any of its obligations under the Contract.

2.5 In the event that the Alternative Partnership Trainer/Tutor/Coach specified in the Training Agreement and/or Service Level Agreement is unable to provide the Training Programme on the date or at the location specified in the Training Agreement and/or Service Level Agreement, Alternative Partnership shall use reasonable endeavours to provide a substitute Alternative Partnership Trainer/Tutor/Coach to provide the Training Programme.

2.6 Alternative Partnership reserves the right to cancel the date for the Training Programme and in this situation Alternative Partnership shall use its reasonable endeavours to reschedule the Training Programme where it is able to do so or to refund the Programme Fees in full (Where Applicable).

2.7 Alternative Partnership shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and Action Training shall notify the Client in any such event.

Charges and Payments

3.0 In consideration of the provision of the Training Programme by Alternative Partnership the Client shall pay the Programme Fee per Delegate or Programme as set out in the Training Agreement and/or Service Level Agreement.

3.1 The Programme Fee includes all written materials as set out in the Training Agreement and/or Service Level Agreement and excludes VAT, which Alternative Partnership shall add to its invoices at the appropriate rate. Unless specific arrangements are made for lunches and refreshments by Alternative Partnership, lunches and refreshments during the Training Programme will be the Delegate’s responsibility.

3.2 The Client shall be responsible for all travel arrangements, accommodation requirements and other costs incurred by its Delegates relating to attendance at the Training Programme where this is non-residential, and Alternative Partnership shall have no responsibility for any such costs resulting from scheduling changes or cancellations to the Training Programme by Alternative Partnership.

3.3 The Client shall pay each invoice submitted to it by Alternative Partnership in full and in cleared funds, within 30 days of the date of the invoice.

3.4 Without prejudice to any other right or remedy that it may have, if the Client fails to pay Alternative Partnership on the due date, Action Training may:

3.4.1 Charge interest on such sum from the due date for payment at the ‘statutory interest’ rate of 8% above the base lending rate from time to time of Bank of England, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment and the Client shall pay the interest immediately on demand. Alternative Partnership may claim interest under the Late Payment of Commercial Debts (Interest) Act 1998; and

3.4.2 Suspend all future Training Programmes until payment has been made in full.

3.5 Time for payment shall be of the essence of the Contract.

3.6 Alternative Partnership may, without prejudice to any other rights it may have, set off any liability of the Client to Alternative Partnership against any liability of Alternative Partnership to the Client.

3.7 The price as detailed (subject to provision) will be reviewed annually on the anniversary of the Commencement Date in proportion to any increase in the Index of Retail Prices (All items) from that prevailing at the previous anniversary of the Commencement Date.

Intellectual Property Rights

4.0 All Intellectual Property Rights and all other rights in the programme material or any other information provided to the Client or the Delegates by Alternative Partnership or the Alternative Partnership Trainer/Tutor/Coach under the Contract shall be owned by Alternative Partnership.

4.1 Alternative Partnership hereby grants the Client and its Delegates a non-exclusive, non-transferable licence to use the programme material to such extent as is necessary to enable the Client and the Delegates to receive and to make reasonable use of the Training programme.

4.2 The client shall not and the Delegates shall not:

4.2.1 Reproduce, copy or translate in whole or in part the programme materials without prior written consent of Alternative Partnership; or

4.2.2 Delete, amend, alter or deface any confidentiality or proprietary notices on the programme materials.

Confidentiality

5.0 The Client shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to it by Alternative Partnership, its employees, agents, partners or subcontractors, and any other confidential information concerning Alternative Partnership’s business, its products and services which Alternative Partnership may obtain. The Client shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging its obligations under the Contract, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this clause as though they were a party to the Contract. The Client may also disclose such of Alternative Partnership’s confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction.

5.1 This clause 5 shall survive termination or expiry of the Contract.

Notices

6.0 Notices required to be given under the Contract shall be given in writing using the English language.

6.1 Notices to Alternative Partnership shall be addressed to Alternative Partnership, City Mills Business Centre, C/O MSS, Peel Street, Morley, Leeds, West Yorkshire, LS27 8QL or to such other person or address as specified to the Client by Alternative Partnership in writing.

6.2 Notices to the Client shall be delivered to the name and address as specified in the Training Agreement and/or Service Level Agreement or to such other person or address as specified to Alternative Partnership by the Client in writing.

6.3 Any notices or other communication shall be deemed to have been duly received if delivered personally, when left at the address and for the contact referred to above or, if sent by pre-paid first-class post or recorded delivery, at 9.00am on the Business Day after posting, or of delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed.

6.3 This condition shall not apply to the service of any proceedings or other documents in any legal action.

Client Obligation

7.0 Inform Alternative Partnership and the Alternative Partnership Trainer/Tutor/Coach of all Health and Safety rules and regulations and any other reasonable security requirements that apply at any of the Client’s Premises;

7.1 Ensure that all Client Equipment is in good working order and suitable for the purposes for which it is used in relation to the Training Programme and conforms to all relevant standards or requirements.

7.2 If Alternative Partnership’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Client or its employees, officers, agents and subcontractors or failure by the Client to perform any relevant obligation

(“Client Default”):

7.2.1 Alternative Partnership shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations to the extent the Client Default prevents or delays Alternative Partnership’s performance of any of its obligations;

7.2.2 Alternative Partnership shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from Alternative Partnership’s failure or delay to perform any of its obligations as set out in this clause 7.2; and

7.2.3 The Client shall reimburse Alternative Partnership on written demand for any and all costs charges and losses sustained or incurred by Alternative Partnership arising directly or indirectly from the Client Default (including without limitation any direct, indirect or consequential losses, loss of profits, loss of reputation, loss or damage to property)