We, CSS Recruitment and Training (CSS), are pleased to set out the terms applicable to any course that we provide to you.
1 INTERPRETATION
1.1 The definitions and rules of interpretation in this section apply in these terms and conditions (Conditions).
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 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.
1.5 Unless expressly stated otherwise, a reference to writing or written includes faxes and e-mail.
1.6 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.
1.7 References to conditions are to the conditions of the Contract.
Client: the person, firm or company who books a place on a Training Course for its Delegates.
Client Equipment: any equipment, systems, cabling, facilities, Documents, information or materials provided by the Client to CSS to be used directly or indirectly in the supply of the Training Course.
Contract: the Client’s purchase order and CSS’s acceptance of it, or the Client’s acceptance of a quotation for a Training Course by CSS under condition 2.2.
Course Fee: the fee for the Training Course as per the Contract.
Course Material: all Documents, information, data and materials provided to the Client or the Delegates by CSS in relation to the Training Course.
Delegate: a person nominated by the Client to attend the Training Course as set out In the Contract.
Document: includes, without limitation, in addition to any document in writing, any drawing, map, plan, diagram, design, picture or other image and other device or record embodying information in any form.
CSS: CSS Recruitment and Training a company registered in Cardiff with company number 02905837 whose registered office is 3 Warners Mill, Silks Way, Braintree CM7 3GB.
CSS Trainer: The CSS authorised trainer appointed by CSS and engaged in the provision of the Training Course.
Intellectual Property Rights: all 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 confidential information 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.
Training Course: the Training Course to be provided to the Client by CSS under the Contract.
VAT: value added tax chargeable under English law for the time being and any similar additional tax.
2 APPLICATION OF CONDITIONS
2.1 These Conditions shall apply to and be incorporated into the Contract and shall prevail over any inconsistent terms or conditions contained, or referred to, in the Client’s purchase order confirmation of order, acceptance of a quotation, or specification or other Document supplied by the Client, or implied by law, trade custom, practice or course of dealing.
2.2 The Client’s purchase order or the Client’s acceptance of a quotation for a Training Course by CSS constitutes an offer by the Client to purchase a place or places for its Delegates on the Training Course on these Conditions. No offer placed by CSS other than: 2.2.1 by a written acknowledgement issues and executed by CSS; or
2.2.2 (if earlier) by CSS starting to provide the Training Course.
2.3 The Client’s standard terms and conditions (if any) attached to, enclosed with or referred to in any purchase order or other Document shall not govern the Contract.
2.4 Quotations are given by CSS on the basis that no Contract shall come into existence except in accordance with condition 2.2. Any quotation is valid for a period of 30 days from its date, provided that CSS has not previously withdrawn it.
3 PERFORMANCE OF THE TRAINING COURSE
3.1 Subject to the provisions of this condition 3, CSS shall provide the Training Course to the Delegates on such date(s) and at such location(s) as are specified in the Contract.
3.2 CSS shall take reasonable endeavours to:
3.2.1 provide the Training Course in accordance with the Contract.
3.2.2 accommodate any special requirements of a Delegate communicated to CSS under condition 6.1.1 if CSS 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; and
3.2.3 observe all health and safety rules and regulations, and any other reasonable security requirements that apply at
3.2.4 the Client’s premises and that have been communicated to CSS under condition 6.1.6, provided that it shall not be liable under the Contract if, as a result of such other observation, it is in breach of any of its obligations under the Contract.
3.3 CSS reserves the right to cancel the date for the Training Course and in this situation every effort will be made to reschedule the Training Course or to refund the Course Fees in full.
4 COURSE CONTENT
4.1 CSS undertakes to deliver the Training and for each Training Course, provide a course manual, hand-outs as appropriate, an Attendance Certificate and a Data Protection Fair Processing Notice.
4.2 Neither the statement of objectives nor any other matter contained in the course information shall constitute a representation, condition or warranty by CSS that the Delegates will achieve the objectives stated or otherwise achieve any particular level of knowledge or competence.
4.3 The Client acknowledges that opinions expressed by the CSS Trainer are those of the individual trainer and not necessarily those of CSS.
5 CLIENT’S SUBSTITUTIONS AND CANCELLATIONS
5.1 Where notification of cancellation is received in writing less than four weeks prior to the commencement of the course, fees cannot be refunded or transferred. Where such notification is received in writing more than four weeks prior to the commencement of the course, the full booking may be transferred to another course or the full fee will be refunded. You may substitute one delegate for another without penalty until one week prior to the commencement of the course.
6 CLIENT’S OBLIGATIONS
6.1 The Client shall
6.1.1 ensure that CSS is notified in advance of any special requirements relating to the Delegates.
6.1.2 ensure that its Delegates have adequate competence, knowledge and skill to interpret and benefit from the Training Course.
6.1.3 cooperate with CSS and the CSS Trainer in all matters relating to the Training Course.
6.1.4 provide CSS and the CSS Trainer in a timely manner and at no charge, where appropriate, access to the Client’s premises, relevant information and other facilities are reasonably required.
6.1.5 provide CSS and the CSS Trainer, no later than one week prior to the commencement of the Training Course, with details of Delegates names, driving licence details and other information that CSS might reasonably require and ensure that it is accurate in all material aspects.
6.1.6 inform CSS and the CSS Trainer of all health and safety rules and regulations and any other reasonable security requirements that apply at any of the Client’s premises, and
6.1.7 ensure that all Client Equipment is in good working order and suitable for the purposes for which it used in relation to the Training Course and conforms to all the relevant standards or requirements.
6.2 If CSS’s performance of its obligations under the Contract is prevented or delayed by any act or mission of the Client, its agents, subcontractors, consultants or employees, CSS shall not be liable for any costs, charges or losses sustained or incurred by the Client arising directly or indirectly from such prevention or delay.
6.3 The Client shall be liable to pay to CSS, on demand, all reasonable costs, charges or losses sustained or incurred by CSS (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 Client’s fraud, negligence, failure to perform or delay in the performance of any of its obligations under the Contract, subject to CSS confirming such costs, charges and losses to the Client in writing.
7 NON-SOLICITATION
7.1 The Client shall not, without the prior written consent of CSS, at any time from the date of the Contract to the expiry date of six months after the last date of supply of the Training Course, solicit or entice away from CSS or employ (or attempt to deploy) the CSS Trainer or any other person who is, or has been engaged as an employee, consultant or subcontractor of CSS directly or indirectly in the provision of the Training Course.
7.2 Any consent given by CSS in accordance with condition 7.1 shall be subject to the Client paying to CSS a sum equivalent to 20% the then current annual remuneration of the CSS Trainer or CSS employee, consultant or subcontractor.
8 CHARGES AND PAYMENT
8.1 The signed Purchase Order Form constitutes an invoice.
8.2 The Course Fee includes all written materials, refreshments and fees for uploading confirmation of training to the training Recording and Evidencing System and excludes VAT which CSS shall add to its invoices at the appropriate rate.
8.3 The Client shall be responsible for all travel arrangements, accommodation requirements (where necessary) and other costs incurred by its Delegates relating to attendance at the Training Course and CSS shall have no responsibility for any such costs elating from scheduling changes or cancellations to the Training Course by CSS.
8.4 The Client shall pay each invoice submitted to it by CSS in full and in cleared funds within 30 days of the date of the invoice.
8.5 Without prejudice to any other rights or remedy that it may have, if the Client fails to pay CSS on the due date, CSS may
8.5.1 charge interest on such sum from the due date for payment at the annual rate of 4% above the base lending rate from time to time of the National Westminster Bank Plc, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgement and the Client shall pay the interest immediately on demand. CSS may claim interest under the Late Payment of Commercial Debts (Interest) Act 1998; and
8.5.2 suspend all future Training Courses until payment has been made in full.
8.6 Time for payment shall be of the essence of the Contract.
8.7 CSS may, without prejudice to any other rights it may have, set off any liability of the Client to CSS against any liability of CSS to the Client.
9 INTELLECTUAL PROPERTY RIGHTS
9.1 All Intellectual Property Rights and all other rights in the Course Material provided by Client or the Delegates by CSS or the CSS Trainer shall be owned by CSS.
9.2 CSS hereby grants the Client and its Delegates a non-exclusive, non-transferrable licence to use the Course Material to such extent as it is necessary to enable the Client and the Delegates to receive and to make reasonable use of the Training Centre.
9.3 The Client shall not and the Delegates shall not:
9.3.1 reproduce, copy or translate in whole or in part the Course materials without the prior written consent of CSS; or
9.3.2 delete, amend, alter or deface any confidentiality or proprietary notices on the Course Materials.
10 WARRANTIES AND LIABILITY
10.1 CSS will use reasonable endeavours to ensure that the Training Course is provided with reasonable skill and care and in accordance with practice consistent with the professional standards in the industry.
10.2 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
10.3 Nothing in these Conditions limits or excludes the liability of CSS:
10.3.1 for death or personal injury resulting from negligence, or
10.3.2 for any damage or liability incurred by the Client as a result of fraud or fraudulent misrepresentation by CSS.
10.4 Subject to condition 10.2 and condition 10.3:
10.4.1 CSS shall not be liable for loss of profits or loss of business; or depletion of goodwill and/or similar losses; or loss of anticipated savings; or loss of goods; or loss of contract; or loss of use; or loss of corruption of data or information; or nay special, indirect, consequential or pure economic loss, costs, damages, charges or expenses; and
10.4.2 CSS’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance, or contemplated performance of the Contract shall be limited to 150% of the Course Fees.
11 DATA PROTECTION
The Client acknowledges and agrees that details of the Client’s name, address and payment record may be submitted to a credit reference agency and personal data of the Client and its Delegates will be processed by and on behalf of CSS in connection with the Training Course.
12 FORCE MAJEURE
CSS shall have no liability to the Client under the Contract if it prevented from, or delayed in performing its obligations under the Contract or from carrying on its business by acts, events, omissions or accidents beyond its reasonable control, including (without limitation) strikes, lock-outs or other industrial disputes (whether involving the workforce of CSS or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or government order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
13 GENERAL
13.1 Variation
Subject to condition 4, no variation of the Contract or these Conditions shall be valid unless it is in writing and signed by or on behalf of each of the parties.
13.2 Waiver
13.2.1 A waiver of any right under the Contract is only effective if it is writing and it applies only to the circumstances for which it is given. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that (or any other) right or remedy, nor preclude or restrict its further exercise. No single or partial element of such right or remedy shall preclude the further exercise of that (or any other) right or remedy.
13.2.2 Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.
13.3 Severance
13.3.1 If any provision of the Contract (or any part of the provision) is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed not to form part of the Contract, and the validity and enforceability of the other provisions of the Contract shall not be affected.
13.3.2 If a provision of the Contract (or part of any provision) is found illegal, invalid or unenforceable, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
13.4 Entire Agreement
13.4.1 The Contract constitutes the whole agreement between the parties and supersedes all previous agreements between the parties relating to its subject matter.
13.4.2 Each party acknowledges that, in entering into the Contract, it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) (other than for breach of contract).
13.4.3 Nothing in this condition shall limit or exclude any liability for fraud.
13.5 Assignment
13.5.1 The Client shall not, without the prior written consent of CSS, assign, transfer, charge, mortgage, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
13.5.2 CSS may at any time assign, transfer, charge, mortgage, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent.
13.5.3 Each party that has rights under the Contract is acting on its own behalf and not for the benefit of another person.
13.6 No partnership or agency
13.6.1 Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties. No party shall have authority to act as agent for, or to bind, the other party in any way.
13.7 Rights of third parties
A person who is not a party to the Contract shall not have any rights under or in connection with it.
13.8 Notices
13.8.1 Notices required to be given under the Contract shall be given in writing using the English language.
13.8.2 Notices to CSS shall be addressed to the Divisional Manager (Training), CSS Recruitment and Training, Charles Leeks House, 7 Coggeshall Road, Braintree, Essex CM7 9DB or to such other person or address as specified to the Client in writing.
13.8.3 Notices to the Client shall be delivered to the name and address as specified in the Contract or to such other person or address as specified to CSS by the Client in writing.
13.8.4 Any notice 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 12:00 midday on the Business Day after posting, or if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed.
13.8 This condition 13.8 shall not apply to the service of any proceedings or other documents of any legal action.
13.9 Governing law and jurisdiction
13.9.1 The Contract and any dispute arising out of or in connection with it or its subject matter, shall be governed by, and construed in accordance with, the law of England and Wales.
13.9.2 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of, or in connection with, the Contract or its subject matter.