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Oxford Systems Ltd terms and conditions training

1.1.           Oxford Integrated Systems Ltd Standard Terms and Conditions for Training Services

Terms and Conditions for Training Services v1.1

Reviewed: February 2018                                                                                                                                                                                                                                                                                                                                                                 

In these Conditions:

“OIS” means Oxford Integrated Systems Ltd;

“Client” means the individual or organisation with whom the Contract is made with OIS;

“Conditions” means the terms and conditions set out in this Contract;

“Consultant” means the individual(s) provided by OIS for the performance of the Training Services;

“Contract” means this Contract for the provision of Training Services between OIS and the Client;

“Delegate(s)” means the Client’s staff who are to receive the Training Services;

“Fees” means monies owing to OIS for the provision of the Training Services;

“Party” means an individual or organisation who is party to the Contract, in this case, the Client and/or OIS;

“Personal Data” means the data which relates to a living individual who can be identified from that data or from that data and other information and which is provided to OIS by the Client;

“Training Services” means those training service deliverables performed by OIS to the Client, as set out in the ‘Course Booking Form’; and

“Working Days” means Monday to Friday, excluding Bank and other public holidays in England.

 

1             General

1.1          These Conditions apply in preference to and supersede any terms and conditions referred to, or relied on by the Client whether in negotiation or at any stage in the dealings between OIS and the Client with reference to the Training Services which this Contract relates to. Without prejudice to the generality of the foregoing, OIS shall not be bound by any standard or printed terms furnished by the Client in any of its documents, unless agreed and acknowledged in writing by OIS All other terms and conditions express or implied by statute or otherwise, are excluded to the fullest extent permitted by law.

 2             Variation

2.1          Neither party shall be bound by any variation, waiver of or addition to these Conditions except agreed by both parties in writing and signed on their behalf.

 3             Orders

3.1          Notwithstanding that OIS may have given a detailed quotation, no course booking form or order shall be binding on OIS unless and until it has been accepted in writing by a Director or other duly authorised representative on behalf of OIS.

 4             Price

4.1          OIS reserves the right at one month’s notice to vary the levels of Fees. The new Fees shall not exceed OIS ‘s standard level of Fees at the date of variation.

5             Payment Terms

5.1          Unless otherwise agreed in writing, payment shall be made in full without any deduction or set-off at least 5 working days prior to the commencement of the Training Services.

5.2          Failure to pay in full at least 5 working days prior to the commencement of the Training Services may result in OIS:

5.2.1       Charging interest at the statutory interest rate specified in the Late Payment of Commercial Debts (Interest) Act 1998 and amendments thereto per month or part thereof on the unpaid sum for that period the sum remained properly due before and after any court judgment; and/or

5.2.2       By notice in writing to the Client, in the suspension of the supply of the Training Services to the Client.

 6             Confidentiality

6.1          Neither Party shall disclose nor permit members of its staff to disclose any confidential information entrusted to it by the other party provided always that this restriction shall not apply to information:

8.1.1           Already in the party’s possession; or

8.1.2           Which comes into the public domain other than by breach of this obligation by the party or a member of its staff; or

8.1.3           Which is disclosed to the party by a third party free to disclose the same.

 7             Data Protection

7.1          The Client shall ensure that it has in place all necessary consents in connection with Personal Data to allow OIS at all times to perform the Training Services. OIS shall not be liable to perform the Training Services to the extent it is unable to, due to a breach of this Clause.

7.2          OIS warrants to the Client that it shall only use the Personal Data for the purpose of carrying out its obligations hereunder and that it shall ensure that all reasonable and appropriate security measures are in place to protect the Personal Data.

7.3          OIS shall destroy or deliver up the Personal Data upon written demand from the Client.

7.4          OIS shall in all respects comply with its obligations under the Data Protection Act 1998 and any amendments to or re-enactments thereof.

 8             Copyright

Ownership of copyright and all other intellectual property rights in materials used for the provision of the Training Services vests in OIS unless otherwise agreed in writing by OIS..

9             Advertising and Marketing

9.1          OIS may make reference to a Client's contract within any proposal to further Clients, provided only fundamental facts are divulged and the information is neither proprietary nor confidential.

9.2          OIS may store the names of the Delegates for the purpose of advising them of the availability of further courses in the future.

9.3          OIS may use feedback provided by the Delegate on future marketing materials. Such materials may contain references to the Client. However, OIS may not reference specific Delegate names, without the prior written consent from the Delegate.

 10           Health and Safety

The Parties shall ensure that all employees shall, at all times comply with the requirements of the Health and Safety at Work Act 1974 and of any other Act, regulations or orders pertaining to the health and safety of their employees and others who may be affected by their acts or omissions.

11           Liability

11.1        OIS warrants that the Training Services shall be provided using reasonable skill and care.

11.2        OIS shall have no liability to the Client for any loss, damage, costs, expenses or other claims for compensation arising from any material or instructions supplied by the Client which are incomplete, incorrect, inaccurate, illegible, or any other fault of the Client.

11.3        Nothing in this clause excludes or limits the liability of OIS for fraudulent misrepresentation or for death or personal injury caused by OIS ‘s negligence. Except as aforesaid the following provisions set out the entire financial liability of OIS (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Client:

11.3.1     OIS shall not be liable for any loss or damage caused to the Client except to the extent that such loss or damage is caused by the negligent acts or omissions of or a breach of any contractual duty by OIS , its employees, agents or subcontractors and in such event OIS  ‘s total liability in respect of all claims arising under or by virtue of this Contract or in connection with the performance or contemplated performance of this Contract shall not exceed the sum of £100,000; and

11.3.2     OIS shall not be liable to the Client for any indirect or consequential loss or damage whether for loss of profit, loss of business, depletion of goodwill or otherwise whatsoever or howsoever caused which arises out of or in connection with this Contract even if such loss was reasonably foreseeable, or OIS had been advised of the possibility of incurring the same by the Client.

 12           Transfers, Cancellation, Postponement and Termination

12.1        Subject to written notice, Delegate identified in the ‘Course Booking Form’ may cancel or transfer to another course, however the following Fees shall be due:

Notice of cancellation / transfer prior to the commencement of the Training Services

% of Fees to pay

42 Working Days and over

25%

41 to 32 Working Days

50%

31 to 22 Working Days

75%

21 or less Working Days

100%

12.2        Subject to written notice, a substitute Delegate may be provided at no extra Fee.

12.3        Either party may (without limiting any other remedy) at any time terminate the Training Services by giving written notice to the other if the other commits any breach of these Conditions and (if capable of remedy) fails to remedy the breach within 30 days after being required by written notice to do so, or if the other goes into liquidation (if an individual bankruptcy), makes a voluntary arrangement, has a receiver, administrative receiver, or liquidator or administrator appointed.

12.4        The provisions of clauses 5, 6, 7, 8, 9, 11, 12, 13, 18 and 19 shall survive the termination of the Contract.

13           Force Majeure

OIS shall not be liable for any delay or failure in performance of its obligations under the Contract which is due to or results from any circumstances beyond its reasonable control. In any such event OIS shall be entitled to delay or cancel delivery of the Goods or performance of the Training Services. 

 14           Insolvency and Default

14.1        OIS in its discretion and without prejudice to any other right to claim may by notice in writing determine wholly or in part any and every Contract between OIS and the Client or may (without prejudice to OIS 's rights subsequently to determine the Contract for the same cause should it so decide) by notice in writing suspend further performance of the Contract until any defaults by the Client be remedied, if:

14.1.1     OIS shall be in breach of any of its obligations under the Contract;

14.1.2     If any distress or execution shall be levied on the Client's property or assets;

14.1.3     If the Client shall make or offer to make any arrangement or composition with his creditors or commit any act of bankruptcy;

14.1.4     If any bankruptcy petition be presented against his or (if the Client is a company) if any Resolution or Petition to wind up such company shall be passed or presented;

14.1.5     If a receiver, administrative receiver or administrator of the whole or any part of such company's undertaking property or assets shall be appointed; and

14.1.6     If anything analogous to any of the foregoing under the law of any jurisdiction occurs in relation to the Client.

 15           Third Party Rights Exclusion

A person who is not a party to this Contract shall not have any rights under the Contract (Rights of Third Parties) Act 1999 to enforce any term of this Contract.

 16           Severability

If at any time one or more of the above Conditions becomes in whole or in part void, invalid, or unenforceable then the remainder of the Contract shall nevertheless be valid and enforceable.

 17           Notices

17.1        Any notice sent under these Conditions shall be in writing addressed to the other party at its registered office or principal place of business or such other address as may be notified by each party from time to time.

17.2        Notices to OIS shall be sent to:

Dr John McCarthy,

Oxford Integrated Systems Ltd (Company Registration Number: 4838537), 3a Minton Place, Victoria Road, Oxfordshire OX26 6QB.

 18           Assignment

Neither Party shall assign or transfer the whole or any part of its rights or obligations under the Contract to any other person, firm or company, without the prior written consent of the Other Party.

 19           Non-Solicitation:

The Client shall not during the course of this Contract or for a period of 9 months from the date of termination solicit or offer any inducement to work for the Client to the Consultant or any employee of OIS that the Client had contact with during the performance of the Training Services.

 20           Governing Law

The Contract shall be governed by and construed in accordance with English Law.

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