1. Application of terms
These terms apply to all business carried out by Ontrac Training’s Consultants (“the Consultant”) and are to be read in conjunction with all correspondence confirming instructions. If there is any conflict between correspondence and these terms of business, these terms will prevail.
2. Basis of supply
2.1 Any and all work to be carried out by the Consultant shall be agreed in writing by the parties.
2.2 The Consultant shall exercise due skill care and diligence in carrying out that work.
2.3 No variation to the terms of business shall be binding unless agreed in writing between the Client and the Consultant.
3. Fees, charges and expenses
3.1 Save where the Client is quoted a specific sum for work to be undertaken, charges will be calculated on a Time Basis. All time spent on the work will be charged at an hourly rate.
3.2 Unless fees are clearly stated to be a fixed sum any indication of likely cost is an estimate only, exclusive of VAT and subject to change as the work progresses.
3.3 Figures estimated or quoted will not cover work outside the original brief; for which an additional charge (based on principles referred to above) will be made.
3.4 Expenses incurred in carrying out the work will also be added to the account including the cost of any course notes or other written materials supplied by the Consultant, hotel accommodation, travel expenses and subsistence unless otherwise agreed to be an all-inclusive fee.
3.5 The Consultant shall be entitled to invoice the Clients for all fees and charges incurred in the performance of the work at any time.
3.6 The Client will pay all fees, charges and expenses of the Consultant within seven days after receipt of the Consultant’s invoice and the Consultant shall be entitled to recover the invoice value. The payment of the invoice value shall be of the essence of the Contract. Receipts for payment will be issued only on request.
3.7 If any part of any charge fee or expenses is not paid within seven days after receipt of the Consultant’s invoice interest shall accrue from day to day at the annual rate of 5% over the daily base lending rate of Lloyds Bank PLC with a minimum of 10% per year.
4.1 The Consultant shall not divulge or allow to be divulged to any person any confidential information relating to the business and affairs of the Client other than to persons who have signed a confidentiality undertaking in the form approved by the Client.
4.2 The Consultant shall not permit any person to assist in the performance of the work unless such person has signed such an undertaking.
5. Limitation of liability
5.1 The Consultant shall not be liable to the Client for loss or damage to the Client’s Business or property unless due to the negligence or other failure of the Consultant to perform its contractual obligations or under the general law.
5.2 Training courses are designed to improve the efficiency and performance of sales and other personnel, however, no guarantee or warranty can or will be given as to the level of performance of persons trained by the Consultant.
6. Force majeure
6.1 The Consultant will not be liable for any delays or failures attributable to any cause beyond their control.
7.1 The Client may cancel the agreement at any time by giving the Consultant at least twenty- eight days written notice prior to the commencement date of the training/consultancy program.
7.1.1 Any cancellation by the Client (whether in writing or otherwise) within twenty eight days prior to commencement date of the training/consultancy program will render the Client immediately liable to pay 50% [fifty percent] of all fees or charges of the Consultant as estimated or quoted.
7.1.2 Any cancellation by the Client (whether in writing or otherwise) within fourteen days prior to commencement date of the training/consultancy program will render the Client immediately liable to pay all fees or charges of the Consultant as estimated or quoted.
7.2 Any transfers and/or changes to original dates agreed (whether in writing or otherwise) within twenty-eight days prior to commencement of the training/consultancy program will render the Client immediately liable to pay 50% [fifty percent] of all fees or charges of the Consultant as estimated or quoted unless otherwise agreed with the Consultant or Ontrac.
7.2.1 Any transfers and/or changes to original dates agreed (whether in writing or otherwise) within fourteen days prior to commencement of the training/consultancy program will render the Client immediately liable to pay all fees or charges of the Consultant as estimated or quoted unless otherwise agreed with the Consultant or Ontrac.
7.3 The Consultant may cancel the agreement by giving to the Client written notice at any time prior to the commencement date of the training/consultancy program. The Consultant shall incur no liability to the Client in respect of any such cancellation. However, every attempt will be made to find an alternative Consultant to the same standard to carry out the work.
8. Copyright and use of written materials
8.1 The ownership of and sole right to the copyright in any written material supplied to the Client by the Consultant under the Contract shall be vested in the Consultant.
8.2 The Consultant may at its discretion on written request from the Client grant an exclusive license to copy written materials provided to the Client as part of any training/consultancy program undertaken by the Consultant.
9. Termination for breach
The Consultant may terminate its services to the Client forthwith if:
9.1 The Client fails to pay all sums due to the Consultant under the terms of the agreement on the due date for payment.
9.2 The levying of any distress or execution against the Client or the making by him of any composition or arrangement with creditors or being a company the Client’s liquidation (other than a members’ voluntary liquidation) or the appointment of a Receiver.
9.3 The doing or permitting of any act by which the Consultant’s copyright in the written materials may be prejudiced or put in jeopardy.
10. Termination of consequences
In the event of the Consultant services being determined for any reason:
10.1 The Client shall immediately pay to the Consultant:
10.1.1 all sums due and payable under these terms.
10.1.2 all further sums which would but for determination have fallen due at the conclusion of the training/consultancy program.
11. Proper law and jurisdiction
11.1 These terms shall be governed by English law in every particular including formation and interpretation and shall be deemed to have been made in England.
11.2 Any proceedings arising out of or in connection with these terms may be brought in any court of competent jurisdiction in the Courts of England and Wales.
11.3 The submission by the parties to such jurisdiction shall not limit the right of the Consultant to commence any proceedings arising out of this agreement in any other jurisdiction it may consider appropriate.