Whilst I had hoped to have a few lines that would be sufficient for my Terms and Conditions, I was legally advised that that would not be enough! The main terms that customers that are most interested in are that:
- Payment is to be received within 30 days of receipt of invoice
- Cancellation will only be accepted by written notice
- A 100% cancellation fee is charged if the training delivery date is canceled is written notice of less than 7 days notice of the training delivery date
For all other terms please see below which I understand to be fairly standard.
Now, I am not a lawyer so please read the below Terms and conditions below to get the non-abridged version of my Terms and Conditions:
These Terms and Conditions govern your relationship with Spotlight Training and the provision by us to you of any Services. Please read them carefully as they affect your rights and liabilities under the law. If you have any questions on the Terms and Conditions please contact Mark Le Mesurier.
1.1 The definitions and rules of interpretation in this condition apply in these terms and conditions.
“Additional Support”; means any post training services to be provided under the Contract as set out in the Quotation Sheet.
“Attendees”; means the individuals attending the Training at the Training Time.
“Contract”; means the Quotation Sheet and these attached Terms as signed by the Customer and Spotlight Training being the contract for the provision of the Specified Services.
“Contract Date”; means the date of signature of the Quotation Sheet by Spotlight Training.
“Spotlight Training”; means Mark Le Mesurier acting as sole trader under the trading name of Spotlight Training.
“Spotlight Training’s Equipment”; means any equipment, including tools, systems, cabling or facilities, provided by Spotlight Training and used directly or indirectly in the supply of the Specified Services.
“Customer”; means the person or persons named on the Quotation Sheet for whom Spotlight Training has agreed to provide the Specified Services in accordance with these Terms.
“Customer’s Equipment”; means any equipment, systems, cabling or facilities provided by the Customer and used directly or indirectly in the supply of the Specified Services.
“Intellectual Property Rights”; means all patents, rights to inventions, utility models, copyright and related rights, trade marks, 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 designs, 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 rights, and all similar or equivalent rights or forms of protection in any part of the world.
“Quotation Fee”; means the charges, fees, costs and expenses all as shown on the Quotation Sheet or Booking Form.
“Quotation Sheet”; means Spotlight Training’s quotation front sheet to which these Terms are appended.
“Specified Services” means the provision by Spotlight Training of Training and Additional Support under the Contract as set out in the Quotation Sheet.
“Terms” means these terms and conditions.
“Trainer” means the representative or agent of Spotlight Training duly authorised to undertake the Specified Service.
“Training” means the IT training to be provided by the Trainer to the Attendees under the Contract as set out in the Quotation Sheet.
“VAT” means value added tax chargeable under English law for the time being and any similar additional tax.
1.2 Headings in these conditions shall not affect their interpretation.
1.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.4 A reference to writing or written includes faxes but not 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.
2. Application of conditions
2.1 These Conditions shall:
(a) apply to and be incorporated into the Contract; and
(b) prevail over any inconsistent terms or conditions contained, or referred to, in the Customer’s purchase order, confirmation of order, acceptance of a quotation, or specification or other Document supplied by the Customer, or implied by law, trade custom, practice or course of dealing.
2.2 Spotlight Training shall provide the Specified Services to the Customer subject to these Terms. The signature of the Customer of the Quotation Sheet shall be deemed to be an offer by the Customer to purchase the Specified Services subject to these Terms. No order placed or offer made by the Customer shall be deemed to be accepted by Spotlight Training until a representative of Spotlight Training has also signed the Quotation Sheet. Any quotation given is valid for a period of 30 days only from its date, provided that Spotlight Training has not previously withdrawn it.
3. Spotlight Training’s obligations
3.1 Spotlight Training shall use reasonable endeavours to provide the Specified Services in accordance in all material respects with the Quotation Sheet.
3.2 Spotlight Training shall use reasonable endeavours to attend the Location at the Training Times but in the event that the Trainer is unable to meet such Training Times Spotlight Training reserves the right to re-schedule the Training Times and time shall not be of the essence for performance of the Services.
3.3 Spotlight Training and the Trainer shall use reasonable endeavours to observe all health and safety rules and regulations, and any other reasonable security requirements that apply at the Location and that have been communicated to them under condition 4.1(f), provided that they 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.
4. Customer’s obligations
4.1 The Customer shall:
(a) co-operate with Spotlight Training and the Trainer in all matters relating to the Specified Services;
(b) provide Spotlight Training, its agents, subcontractors, consultants and employees, in a timely manner and at no charge, with full and unrestricted access to the Location and other facilities as required by Spotlight Training;
(c) provide the Trainer with unrestricted access to the Location at least one hour before the commencement of each day of Training;
(d) provide to Spotlight Training and the Trainer, in a timely manner, all necessary information as Spotlight Training may require and ensure that it is accurate in all material respects;
(e) be responsible (at its own cost) for preparing and maintaining the Location for the supply of the Specified Services, including identifying, monitoring, removing and disposing of any hazardous materials from any of its premises in accordance with all applicable laws, before and during the supply of the Specified Services at those premises, and informing Spotlight Training of all of the Customer’s obligations and actions under this condition 4.1(e);
(f) inform Spotlight Training of all health and safety rules and regulations and any other reasonable security requirements that apply at the Location;
(g) ensure that all Customer’s Equipment is in good working order and suitable for the purposes for which it is used in relation to the Specified Services and conforms to all relevant United Kingdom standards or requirements;
(h) ensure that all Attendees have access to all computing equipment hardware and software necessary for the provision of the Training; and
4.2 If Spotlight Training’s performance of its obligations under the Contract is prevented or delayed by any act or omission of the Customer, its agents, subcontractors, consultants or employees, Spotlight Training shall not be liable for any costs, charges or losses sustained or incurred by the Customer arising directly or indirectly from such prevention or delay.
4.3 The Customer shall be liable to pay to Spotlight Training, on demand, all reasonable costs, charges or losses sustained or incurred by Spotlight Training (including, without limitation, any direct, indirect or consequential losses, loss of profit and loss of reputation, loss or damage to property and those arising from injury to or death of any person and loss of opportunity to deploy resources elsewhere) arising directly or indirectly from the Customer’s fraud, negligence, failure to perform or delay in the performance of any of its obligations under the Contract, subject to Spotlight Training confirming such costs, charges and losses to the Customer in writing.
4.4 The Customer shall not, without the prior written consent of Spotlight Training, at any time from the date of the Contract to the expiry of 12 months after the last date of supply of the Training solicit or entice away from Spotlight Training or employ (or attempt to employ) any person who is, or has been, engaged as an employee, consultant or subcontractor of Spotlight Training in the provision of the Specified Services.
5. Fee and payment
5.1 In consideration of the provision of the Specified Services by Spotlight Training, the Customer shall pay the Quotation Fee any additional sums which are agreed between Spotlight Training and the Customer for the provision of the Specified Services or which, in Spotlight Training’s sole discretion, are required as a result of the Customer’s instructions or any other cause attributable to the Customer.
5.2 All charges quoted to the Customer for the provision of the Specified Services are exclusive of VAT, which Spotlight Training shall be additional liable at the applicable rate from time to time.
5.3 Spotlight Training shall invoice the Customer weekly in arrears for its charges for time, expenses and materials (together with VAT where appropriate) for the week concerned. Each invoice shall set out the time spent by each individual whom it engages to provide the Specified Services and provide a breakdown of any expenses and materials, accompanied by the relevant receipts.
5.4 The total price of each invoice shall be paid to Spotlight Training (without deduction or set-off) within 30 days of the date of the invoice (unless otherwise agreed in writing between the parties).
5.5 The Quotation Fee includes all expensesreasonably incurred by the individuals whom Spotlight Training engages in connection with the Specified Services, the cost of any materials and the cost of services reasonably and properly provided by third parties and required by Spotlight Training for the supply of the Specified Services.
5.6 If payment is not received by the due date, Spotlight Training shall be entitled, without limiting any other rights it may have, to:
(a) charge interest on the outstanding amount (both before and after any judgment) at the rate of 3% per annum above the base rate from time to time of Lloyds Bank plc from the due date until the outstanding amount is paid in full. Spotlight Training reserves the right to claim interest under the Late Payment of Commercial debts (Interest) Act 1998; and
(b) suspend the Specified Services until payment has been made in full.
5.7 Time for payment shall be of the essence of the Contract.
5.8 All sums payable to Spotlight Training under the Contract shall become due immediately on its termination, despite any other provision. This condition 5.8is without prejudice to any right to claim for interest under the law, or any such right under the Contract.
5.9 Spotlight Training may, without prejudice to any other rights it may have, set off any liability of the Customer to Spotlight Training against any liability of Spotlight Training to the Customer.
6. Intellectual property rights
6.1 As between the Customer and Spotlight Training, all Intellectual Property Rights and all other rights relating to the Specified Services shall be owned by Spotlight Training. Subject to condition 6.2, Spotlight Training licenses all such rights to the Customer free of charge and on a non-exclusive, worldwide basis to such extent as is necessary to enable the Customer to undertake the Training and Additional Services. This licence shall automatically terminate at the time this Contract terminates.
6.2 The Customer acknowledges that, where Spotlight Training does not own the Intellectual Property Rights, the Customer’s use of these rights is conditional on Spotlight Training obtaining a written licence (or sub-licence) from the relevant licensor or licensors on such terms as will entitle Spotlight Training to license such rights to the Customer.
7. Spotlight Training’s property
7.1 All materials, equipment and tools, drawings, specifications and data supplied by Spotlight Training to the Customer shall, at all times, be and remain the exclusive property of Spotlight Training, and shall not be disposed of or used other than in accordance with Spotlight Training’s written instructions or authorisation.
8. Limitation of liability
8.1 This condition 8 sets out the entire financial liability of Spotlight Training (including any liability for the acts or omissions of its employees, agents, consultants, and subcontractors) to the Customer in respect of:
(a) any breach of the Contract;
(b) any use made by the Customer of the Specified Services; and
(c) any representation, statement or tortious act or omission (including negligence) arising under or in connection with the Contract.
8.2 Other than those specifically expressed this Contract all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
8.3 The Customer will indemnify Spotlight Training for any loss or damage which Spotlight Training or its representatives may suffer or incur as a result of any failure to obtain any necessary licence, consent or permission to obtain access to the Location.
8.4 Spotlight Training shall not be liable for any loss of any data or other materials, information or documents in any form resulting from delays, corruption of Data, service interruptions or otherwise.
8.5 Spotlight Training warrants to the Customer that the Specified Services will be provided using reasonable care and skill.
8.6 Except in respect of death or personal injury caused by Spotlight Training’s negligence, or as expressly provided in these Terms, Spotlight Training shall not be liable to the Customer by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the negligence of Spotlight Training, its servants or agents or otherwise) which arise out of or in connection with the provision of the Specified Services or its use by the Customer, and the entire liability of Spotlight Training under or in connection with the Contract shall not exceed the amount of the Quotation Fee for the provision of the Specified Services, except as expressly provided in these Terms.
8.7 Spotlight Training shall not be liable to the Customer or be deemed to be in breach of the Contract by reason of any delay in performing, or failure to perform, any of Spotlight Training’s obligations in relation to the Specified Services, if the delay or failure was due to any cause beyond Spotlight Training’s reasonable control.
8.8 The Customer shall ensure that the owner or controller of the Location has sufficient insurance to cover all liabilities arising from: –
(a) Death or personal injury to any representative or agent of Spotlight Training whilst visiting the Location; and/or
(b) Accidental damage to equipment or property of Spotlight Training whilst visiting the Location.
9.1 The Customer may cancel the Contract or part of the Contract by notice in writing to Spotlight Training. Subject to Spotlight Training’s discretion, if the Contract or part of the Contract is cancelled by the Customer with less than 14 days notice, a cancellation fee in respect of the cancelled Contract or the part of the Contract which is cancelled (as the case may be) will be calculated and charged according to the following rates: –
(a) Notice received to cancel Training less than 7 days before the scheduled start time of the Training; 100% of the fee payable under the Contract;
(b) Notice received to cancel Training 7 days or more but less than 14 days before the scheduled start time of the Training; 50% of the fee payable under the Contract;
9.2 There will be no cancellation fee if the Training or part of the Training is cancelled by the Customer with 14 days or more notice. However Spotlight Training reserves the right to charge the Customer for any reasonable costs, fees and expenses already incurred at the time of the cancellation.
9.3 The Customer may cancel the Additional Support or part of the Additional Support in accordance with the E-Learning Terms and Conditions.
9.4 Either party may (without limiting any other remedy) at any time terminate the Contract by giving written notice to the other if the other commits any breach of these Terms and (if capable of remedy) fails to remedy the breach within 7 days after being required by written notice to do so, or if the other becomes insolvent, goes into liquidation, becomes bankrupt, has a receiver appointed makes a composition or voluntary arrangement with its creditors or enters administration, or a moratorium comes into force in respect of the other (within the meaning of the Insolvency Act 1986).
10.1 These Terms (together with the terms, set out in the Quotation Sheet) and the E-Learning Terms and Conditions if appropriate constitute the entire agreement between the parties, supersede any previous agreement or understanding and may not be varied except in writing between the parties. All other terms, express or implied by statute or otherwise, are excluded to the fullest extent permitted by law.
10.2 A notice required or permitted to be given by either party to the other under these Terms shall be in writing addressed to the other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving notice.
10.3 No failure or delay by either party exercising any of its rights under the Contract shall be deemed to be a waiver of that right, and no waiver by either party of any breach of the Contract by the other shall be considered as a waiver of any subsequent breach of the same or any other provision.
10.4 If any provision of these Terms is held by any court or other competent authority to be invalid or unenforceable in whole of in part, the validity of the other provisions of these Terms and the remainder of the provision in question shall not be affected.
10.5 Spotlight Training may assign the Contract or any part of it to any person, firm or company. The Customer shall not be entitled to assign the Contract or nay part of it without the prior written consent of Spotlight Training.
10.6 The parties to the Contract do not intend that any terms of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
10.7 English law shall apply to the Contract, and the parties agree to submit to the non-exclusive jurisdiction of the English Courts.
10.8 Spotlight Training will only use the Customer’s personal information for the purpose of fulfilling the Contract and for marketing purposes.