"Agreement" means these terms and conditions and the Booking Form
“Booking Form” means the booking form issued to the Client by ILS
“Charges” means the charges for the Training Services set out in the Booking Form
“the Client” means the client identified in the Booking Form
“Delegates” means the individuals who are to receive the Training Services as set out in the Booking Form
“Expenses” means expenses incurred in respect of travel and accommodation wholly and necessarily for the purposes of the Agreement
“ILS” means International Location Safety Ltd of Top Floor, 46 High Street, Hurstpierpoint BN6 9RG
“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 ILS by the Client.
“the trainer” means any person delivering the Training Services.
“the Training Location” means the place at which the Training Services are to be provided by ILS.
“Training Services” means the training services set out in the Booking Form or the Proposal.
Obligations of International Location Safety
1. ILS shall provide the Training Services on the Date(s) as detailed on the Booking Form and in accordance with the Agreement.
2. ILS warrants that in carrying out the Training Services, it will exercise all reasonable skill and care to be expected of a professional, experienced in such work.
3. ILS may alter the Training Location by written notice to the client at least 72 hours before the Training Services are due to commence.
4. ILS shall comply with all applicable health and safety legislation and codes of practice.
5. ILS may remove a Delegate from a course, where, in the opinion of the Trainer, which shall be final, the Delegate is behaving unreasonably or dangerously, or where there are safeguarding concerns.
6. ILS will provide an invoice upon booking.
7. In the event that the Client fails to make payment in accordance with this Agreement, ILS may:
· Charge interest at the statutory interest rate specified in the Late Payment of Commercial Debts (Interest) Act 1998
· Suspend supply of Services
8. ILS may sub-contract the provision of Training Services to Trainers.
9. ILS shall carry public liability insurance for a minimum amount of one million pounds in the aggregate and shall provide evidence of this cover upon request.
10. ILS may make reference to the Client, by use of its logo or name, and refer to the fact that ILS provides Training Services for the Client within any marketing or similar materials, including ILS’ website
11. ILS will retain the names of the Delegates for a maximum period of 3 years; this is the validity period for the training certificate and this data will only be kept for training record retrieval purposes.
12. All intellectual property rights, including copyright, patents and design arising in the provision of Training Services shall belong to ILS and, if requested, the Client shall execute any document reasonably necessary to confirm such ownership.
13. In no event, to the extent permitted by law, shall ILS be liable for (whether direct or indirect) death or any injury to Delegates, nor any loss of contracts, profits, anticipated savings, revenue, goodwill, business, loss or corruption of data or software programs, financing expenses, interruption in the use or availability of data, stoppage to other work or consequential losses, nor for any indirect losses.
Obligations of the Client
14. The Client will ensure that Delegates act reasonably throughout the provision of TrainingServices by ILS. Where damage is caused to ILS property or equipment, or property or equipment belonging to a 3rd party used by ILS in the course of its business, as a result of negligence, a deliberate act or omission by the delegate, ILS will be entitled to recover costs from the Client.
15. The Client will pay within 14 days of ILS’ invoice the Charges for Training Services unless agreed separately with ILS.
16. Sums due under this Agreement are exclusive of VAT which shall be payable by the Client.
17. The Client shall pay the Charges without deduction or set-off.
18. The Client shall ensure that it has in place all necessary consents in connection with Personal Data to allow ILS to perform the Training Services without infringing any third-party rights.
19. This Agreement is personal to the Client and may not be assigned by the Client in whole or in part.
20. The Client shall not during the term of this Agreement and for 6 months thereafter, entice or solicit for employment with it or any other entity any Trainer who has been engaged to provide the Training Services.
Cancellation, Transfers and Postponement
21. Notification of any cancellation or transfer by the client must be made to rachel.felton@locationsafety and firstname.lastname@example.org
22. ILS reserves the right to cancel any training event should economic viability of the event be compromised by a shortfall in participants. ILS will inform the client using the email address provided on the booking form no later than 7working days prior to the event’s commencement. A full refund will be provided to the client on any monies paid in advance.
23. If a Client wishes to cancel their booking the following charges shall be due:
24. Transfer of booking needs to occur at time of cancellation and will only be considered a transfer if made onto a course occurring within the 3 months succeeding the original course dates. If transfer is made onto a course to be held more than 3months after the originally booked course this is considered a cancellation and the cancellation charge will apply. No more than 2 transfers may be made from the original booking.
25. In the event that a delegate cannot attend a booked course they will be entitled to provide a substitute at no extra cost. Details of their substitute must be provided to ILS no later than 72 hours before the course is due to start.
Obligations of both parties
29. Confidentiality: The parties shall treat as and keep confidential all information whether of a technical, commercial or any other nature relating to the other party and shall not, during the period of this agreement, or at any time after its termination, divulge any such information to any person not authorised by the divulging party to receive it and shall not utilise any secret or confidential knowledge or information acquired in connection with this agreement to the detriment or prejudice of the other party or use the same for any purposes save for the purposes of this agreement.
30. Force Majeure: Neither party shall be responsible for any failure or delay in performance of its obligations under this agreement (other than the obligation to make payments of money) due to any force majeure event including, Act of God, refusal of license (other than as a result of any act or omission) or other Government act, fire explosion, embargo, terrorism, civil disturbance, accident, epidemics, lightning damage, electromagnetic interference, radio interference, strikes, industrial dispute, or any other cause beyond its reasonable control.
31. Entire Agreement: This Agreement sets out the entire agreement between the parties in relation to the subject matter hereof and supersedes all previous arrangements, agreements and representations whether written, oral or implied between the Client and ILS relating to the TrainingServices.
32. Agreement Amendments: Any amendments to this Agreement shall be in writing.
33. Effectiveness: This Agreement shall be effective upon signature by the parties.
34. Third Parties: Third parties have no rights under the Contracts (Rights of Third Parties) Act 1999 or any amendment to or re-enactment of it to enforce any provision of this Agreement.
35. Law: This Agreement shall be construed in accordance with English law and the English courts shall have sole jurisdiction.