Standard Terms and Conditions of Trade
1.1 In these Conditions the following expressions shall have the following meanings:
1.2 "The Company" means ICT Wizard.
1.3 "Services" means the services to be provided by the Company to the Client under the terms of the Contract and "Service" shall be construed accordingly.
1.4 "The Client" means the person, firm or company with whom the Contract is made by the Company, whether directly or indirectly, through an agent or factor who is acting for or instructed by the Client or whose actions are ratified by such person, firm or company.
1.5 "Company's Premises" means the premises mentioned in the Contract.
1.6 "Contract" means the contract between the Company and the Client under which the Services are to be supplied by the Company to the Client.
1.7 "Invoice" means an invoice submitted by the Company to the Client in respect of training Services or consultancy Services, which is not a "Supplementary Fee Invoice".
1.8 "Supplementary Fee Invoice" means an invoice submitted by the Company to the Client in respect of additional training, consultancy or support Services requested by the Client in substitution for or in addition to the training, consultancy or support Services originally requested by the client and in respect of which an Invoice may have already been submitted.
1.9 "Working Day" means every day of the week apart from Saturday, Sunday and statutory holidays. "Month" means a calendar month. "Week" means seven consecutive days.
1.10 "The Consultant" can refer to a consultant, instructor, trainer or support professional as required by the services delivered.
1.11 "The Delegate" refers to a person attending a course or participating in a consultancy or support session.
1.12 A "Course" can refer to any scheduled, closed, bespoke or other training course, consultancy or support session delivered onsite or offsite. All courses are for Windows PC versions of applications.
1.13 Post-course support where provided is usually for a duration of 30 days after the service has been delivered and is subject to a reasonable fair use policy entirely at the Company's discretion.
1.14 "Onsite" refers to the Client's premises where the client provides training room, delegates' equipment and software, .and any refreshments at their own cost.
1.15 "Skills Licence" means a programme of training provided by the Company whether consisting of one course or of a series of courses or of the hire of venue/s only. Except where otherwise stated or as the context requires this definition includes Training Delivery Programmes issued by the Company.
2.1 These Conditions shall be deemed to be incorporated in all Contracts and in the case of any inconsistency with any order or letter, form of contract sent by the Client to the Company, or any other communication between the Client and Company, whatever may be their respective dates, the provisions of these Conditions shall prevail. In the event of inconsistency between these Terms and a term appearing on a Skills Licence Application the term in the latter shall prevail. If in any particular case any of these Conditions shall be held to be invalid or shall not apply to the Contract the other Conditions shall continue to have full force and effect.
2.2 In these Terms words importing the singular shall include the plural and vice versa and words importing the masculine gender shall include the feminine gender and vice versa.
3. Obligation to Provide Services
3.1 Notwithstanding that the Company may have given a detailed quotation no request for the provision of Services (Training, Consultancy and/or Support) shall be binding on the Company unless and until it has been accepted in writing by the Company and where the Client has made payment in full. Where a credit account has been applied for and granted by the Company a booking could be made, by agreement, by an established Client with the provision of a valid purchase order number, a signed Booking Confirmation to the Company and where payment has been arranged/made in line with Section 7 Terms of Payment. Where the Service in question relates to the provision of training Services, bookings will only be taken for a course where there are available dates, available staff resources, the Client has made full payment or, where applicable, provided a valid purchase order number and a signed Booking Confirmation to the Company and payment has been arranged/made per Section 7 Terms of Payment.
3.2 The Company's catalogues, brochures, leaflets or other correspondence including but not limited to particulars published on the Company's World Wide Web site are not binding and reasonable variations may be made to the Services without notice, and the Services so varied shall be accepted as complying with the Contract.
3.3 Where the Services in question relate to the provision of training, the Company reserves the right to provide such Services at a venue or venues other than the Company's Premises and to provide training personnel of its own choice.
3.4 The Company reserves the right to refuse access to any course (or any part of a course) where the Company or the Trainer have reasonable grounds to believe that the continued presence of any participant would be detrimental to the course. We reserve the right to retain the course fee in such cases the professional opinion of the Company or course presenter's decision is final and payment will not be reimbursed.
3.5 The Company reserves the right to not run a course or to refuse participation in a course to a Delegate where the course is considered by the Trainer to be unsuitable or inappropriate for a Delegate or where, in the opinion of the Trainer, the Delegate, in the interests of the Delegate and the professional standing of the Company, should be on another course. The professional opinion of the Company or course presenter's decision is final and payment will not be reimbursed.
3.6 The Company reserves the right to cancel a course or refuse participation in a course where a delegate does not meet the minimum requirements for the course or whose conduct is deemed to be disruptive or not conducive to the learning environment. The professional opinion of the Company, the Consultant or course presenter's decision is final and payment will not be reimbursed.
3.7 The company reserves the right to not run a course or to refuse participation in a course where any Delegate is considered by the Company or the Consultant or the trainer to be unsuitable for any particular course. This can be due to, but not restricted to, the terms stated in 3.6 above. The professional opinion of the Company or course presenter's decision is final and payment will not be reimbursed.
3.8 The Company reserves the right to cancel, curtail or re-schedule training courses, events, support work, development services, consultancy and/or other services without notice to the Client and without liability for financial penalty or compensation to the Client other than an amount limited to a refund of 100% of any course fees already paid by the Client in advance of a related course or event.
3.9 We will make every effort to work with The Client to find suitable date(s) for the provision of services. Dates offered by The Company as available for the provision of services, and whether or not The Client has been advised that the date(s) will be held, will be held for 24 hours but the offer of such date(s) can be withdrawn by The Company at any time without notice to The Client.
3.10 The Company reserves the right to refuse or curtail any training Services if a delegate or substitute delegate attending on behalf of the Client fails to satisfy those requirements, or pre-requisites for such course, notified by the Company to the Client prior to the commencement of such course.
3.11 The topics covered in all courses, the provision and/or the content of courseware and exercise files and all elements of the design and delivery is subject to ongoing change and improvement that could be applied at any point up to the actual delivery. Any changes implemented are designed to improve the training experience. Any courseware can be provided in electronic or hardcopy format at the discretion of The Company.
4.1 The price payable for the Services shall unless otherwise stated in the Contract be the fee chargeable by the Company for such Services current at the date of their provision and in the case of the provision of Services over a period of time, the price payable shall, at the option of the Company, be either:
4.1.1 the fee current at the date of the provision of the Services in question unless otherwise expressly stated to be fixed or firm for a period: or
4.1.2 the fee current at the date of any invoice sent pursuant to Condition 7.3.
4.2 Unless otherwise expressly stated to be fixed or firm for a period the Company's charges in respect of the Services are subject to amendment to take account of variations in wages, materials or other costs since the date of the Contract. The Company accordingly reserves the right to adjust the sum payable by the Client for the Services by the amount of any increase in such costs after the sum due is quoted and the sum so adjusted shall be payable as if it were the fee stated as being payable in the Contract.
4.3 The course fee does not cover travel, meals or other related expenses unless otherwise agreed.
4.4 Where services are provided on a client's site delegates’ hardware, software, training room with equipment and any other facilities to be supplied by client at the client's expense.
4.5 All prices, quotations, estimates and proposals are subject to change at any time and will not form part of any contract to provide services. Whilst every effort will be made to ensure accuracy, quotations are to be regarded as estimations based on information known to The Company at the time.
4.6 All prices are exclusive of Value Added Tax and this will be charged at the appropriate rate.
5. Additional Costs & Intellectual
5.1 The Client shall indemnify the Company against all costs claims and damages incurred or arising out of any alleged infringements of patents, trademarks, registered designs, design right, copyright or other intellectual property rights occasioned by the provision of the Services where such Services are provided to the specification or requirements of the Client.
5.2 All written information, drawings, diagrams, videos, manuals, exercise files, software copies of same and audio tapes prepared or provided by the Company in relation to the provision of the Services and the copyright therein shall remain the exclusive property of the Company and shall be returned by the Client on demand. The Client will ensure that third-party copyright is not infringed for any documents or files supplied by the Company. All such information shall be treated as confidential and shall not be copied or reproduced or disclosed to any third party without the prior written consent of the Company.
5.3 All discussions, advice and information from discussions in person, by telephone, by email or other means shall not be revealed to any outside party without the express permission of the Company.
The Client shall ensure that its employees and all those under the Client's control and supervision shall comply with the obligations of confidentiality contained at clauses 5.2 and 5.3.
7. Terms of Payment
7.1 Unless otherwise agreed by the Company in writing payment for the Services shall be due in cash as follows:
7.1.1 where the Services in question relates to the provision of training, consultancy or support Services, payment must be made in full at the time of booking. Payment can be made, by agreement, by established clients as defined by The Company where a Client has a formal credit account in place or, where agreed, shall be Net30 (payment due 30 days from the invoice date) otherwise shall be made in full no later than 7 working days prior to the commencement of the training or other services to be provided (unless explicitly agreed in writing by the Company):
7.1.2 Where the Services in question relate to the provision of consultancy Services payment shall be made at the time the Service is booked or, in the case of an established client with a credit account, 50% of the payment shall be made no later than 7 working days prior to the date upon which the consultancy Service in question is to be provided and the balance on demand by the Company (unless explicitly agreed in writing by the Company).
7.2 If the Services are provided over a period of time the Company shall be entitled to invoice the Client at regular intervals during the period of time that the Services are being provided and payment shall be due within 7 days of the date of each such invoice notwithstanding that subsequent Services are not provided or any other default on the part of the Company.
7.3 If under the terms of the Contract monies due shall be payable by instalments, a default by the Client of the payment of any due instalment shall cause the whole of the balance of the sums due to become payable forthwith.
7.4 The sums due to the company under the Contract shall be due in full to the Company in accordance with the terms of the Contract and the Client shall not be entitled to exercise any set-off, lien or any other similar right or claim.
7.5 The time of payment shall be of the essence of the Contract.
7.6 Without prejudice to any other rights, the Company is entitled to charge interest at 5% per month or part thereon plus costs on overdue payments such interest to run from the due date for payment until payment in full is received whether before or after judgement. All debt collection fees incurred including commissions, the costs of any actions as well as solicitor fees in recovering overdue accounts will be added to the overdue invoice amount.
8.Warranties & Consequential Loss
8.1 Any Representations, Conditions or Warranties (whether express or arising from conduct or a previous course of dealing or trade custom or usage) as to the quality of the Services are hereby expressly negated.
8.2 The Company may help Clients to specify or choose training, consultancy or /and support services, but the assessment and selection of the Client's chosen service for the Client's purpose remains the Client's ultimate responsibility. The Company undertakes only that in giving such assistance it has acted in good faith and has not been wilfully misleading.
8.3 The Company shall not be liable for any costs claims or damages or expenses arising out of any tortious act or omission or any breach of Contract or statutory duty calculated by reference to profits income production or accruals or loss of such profits, income, production or accruals or by reference to accrual of such costs claims damages or expenses on a time basis.
9. Default or Insolvency of Client
If the Client shall be in breach of any of its obligations under the Contract or if any distress or execution shall be levied on the Client's property or assets or if the Client shall make or offer to make any arrangement or composition with its creditors or commit any act of bankruptcy or any bankruptcy petition will be presented against him or if the Client is a company if any Resolution or Petition to wind up such company shall be passed or presented or if a receiver, administrative receiver or administrator of the whole or any part of such company's undertaking, property or assets shall be appointed, the Company in its discretion and without prejudice to any other right or claim may by notice in writing determine wholly, or in part, every contract between the Company and the Client or may (without prejudice to the Company's right subsequently to determine the Contract for the same clause should it so decide) by notice in writing suspend further provision of Services until any defaults by the Client are remedied.
10. Limitation of Liability: Except
in respect of liability for death or
10.1 Where the Contract relates to the provision of Services the liability of the Company to the Client for any loss or damage of whatsoever nature and howsoever caused shall be limited to and in no circumstances shall exceed the price payable for the Services.
10.2 The Company shall not be liable for imperfect work caused by any inaccuracies on any specifications supplied by the Client.
10.3 The Consultant or Instructor agrees to carry out the Assignment in accordance with the Terms of Reference.
10.4 The Client agrees to cooperate with the Consultant or Instructor in the performance of the Consultant's services and to give such support, facilities and information as may be reasonably required.
10.5 The Consultant or Instructor shall not be liable to the Client for loss or damage to the Client's property unless due to the negligence or other failure of the Consultant to perform its obligations under this agreement or the general law.
10.6 The Consultant shall have no liability to the Client for any indirect, special or consequential loss to the Client arising out of or in connection with the provision of any goods or services pursuant to this agreement (except in respect of death or personal injury resulting from negligence) and the total liability of the Consultant for any other loss of the Client arising pursuant to this agreement in respect of any one event or series of connected events shall not exceed the indemnity cover (if any) arranged pursuant to the Terms of Engagement or if no such cover has been agreed between the Client and the Consultant the charges payable by the Client in respect of the Consultant's services hereunder.
10.7 The Client agrees that the Consultant shall not be liable for any consequential or incidental damages whether arising from negligence or otherwise (including but not limited to any financial loss and loss of business or profits) or for failure to meet any duties even if the Consultant or its representatives have been advised of the possibility of such damages arising.
10.8 Information provided in training documentation and on our website is provided "as is", for training purposes. No warranty of any kind, implied, expressed, or statutory, including but not limited to the warranties of non-infringement of third party rights, title, merchantability, fitness for a particular purpose, and freedom from computer virus, is given with respect to the contents of any email, attachments, our web site or its hyperlinks to other Internet resources. The user assumes sole responsibility for all use of the information supplied and agrees to release ICT Wizard its employees, agents, licensors and information providers from and indemnify them against any liability or claim by any person arising from: 1. the information supplied; or 2. any infringement of copyright or breach of any restrictions applicable to the use of such information.
10.9. Software, Document and other development
In the case of any software, document and other development performed by The Company, including the development of prototypes and modification of existing systems, the following additional provisions shall apply:
10.9.1. The functionality of the software, document or other product/service to be delivered shall be as described in a written contract, including specifications referenced by the contract. Any significant change to the specification requires formal acceptance by both parties. However, clarifications and refinements agreed in correspondence between the client and The Company, or stated in the conclusions of an interim report, shall be deemed to be accepted unless either The Company or the client indicates dissent within ten days.
10.9.2 The software, document or other product/service delivered will only include source code where this is explicitly stated in the contract. Where delivery of source code is specified in the contract this will only include source code developed by The Company as part of the assignment.
10.9.3 On completion The Company will provide the client with a single electronic copy of the specified software, document or other product/service and related documentation where required. Interim copies and development notes will be provided at pre-agreed stages in the development process. Requirements for additional interim deliverables may be subject to additional charge to cover creation and testing of interim installation packages.
10.9.4 Software, document or other product/service provided will meet the accepted specification when used on specified hardware in conjunction with other specified software. The Company will not be responsible for problems relating to attempts to use supplied software on different hardware or with different software or with different versions of specified software.
10.9.5 The Company will seek to provide robust high quality software, document or other product/service. However, the client is solely responsible for testing and confirming that supplied software meets their requirements as well as the legal and ethical obligations of their intended use. The liability of The Company is limited to provision of a corrected copy of the software in respect of defects notified in accordance with the clause following.
10.9.6 Faults in supplied software which are reported to The Company within four weeks from the date of supply will be corrected at no cost to the client provided that:
• The fault is reported to The Company by the client in writing.
• The report follows a standard specified by The Company and includes adequate information to allow the fault to be reproduced and investigated.
• The person who reported the fault is available to provide further information if required.
• The fault results in failure to meet functional specification agreed between The Company and the client.
• The fault is present when tested in the environment defined in the contract or specification.
10.9.7 Any other faults will, irrespective of causation, be the sole responsibility of the client. However upon request The Company will endeavour to resolve them at reasonable cost.
10.9.8 Continuing support of a modified product beyond the period of development will be provided only as specified within the proposal or contract.
10.10 Change control
10.10.1 Changes in the specification of an assignment introduced by the client after the original proposal or contract may be subject to additional charges and revision of time-scales. Changes must be requested in writing and will only be implemented upon written agreement between the client and The Company in respect of the revised quotations of charges and time-scales.
10.10.2 Changes to the specification of an assignment may be suggested by The Company in writing to the client including any impact on costing and time-scales. Such changes will only be implemented upon the written agreement of the client.
10.10.3 If the action or inaction of a third party or other event beyond the control of The Company delays or prevents the completion of an assignment The Company will inform the client without delay noting any necessary changes in time-scales and charges. Subject to the provisions of our Terms such changes shall be accepted without prejudice to the remainder of the proposal or contract.
No statement, description, information, warranty, condition or recommendation contained in any catalogue, price list, advertisement or communication or made verbally by any of the agents or employees of the Company shall be construed to enlarge, vary or override in any way any of these Conditions of the Contract.
12. Force Majeure
The Company shall be entitled to delay or cancel delivery or to reduce the amount delivered if it is prevented from or hindered in or delayed in the provision of Services through any circumstances beyond its reasonable control including, but not limited to, strikes, short-notice staff shortages, lock-outs, accidents, war, governmental actions, national emergency, acts of terrorism, protests, riot, civil commotion, explosion, flood, epidemic, fire, reduction in or unavailability of power at manufacturing point, break-down of plant or machinery, or shortage or unavailability of raw materials from normal sources of supply.
13.1 The Contract may not be cancelled by the Client except by agreement in writing of both parties and upon the payment to the Company of such amount as may be necessary to indemnify the Company against all loss resulting from the said cancellation.
13.2 Where the Contract relates to the provision of training, support, consultancy or other Services:
13.2.1 The Client agrees to pay the Company a sum equal to the cancellation fees set out below in respect of a course or other service fee due to the Company. This will be levied by a Supplementary Fee Invoice, by way of agreed damages if a delegate fails to attend, cancels or withdraws from a course at which such training Services are to be provided, less than 16 working days before course commencement.
13.2.2 Where a Client wishes to change the date of attendance or, re-schedule attendance at a particular course the Company will issue a Supplementary Fee Invoice, which will be an additional charge based on a percentage of the original invoice or another sum based upon the detail at 13.2.1 above.
The Company may assign or sub-contract the whole or any part of the Contract to any person firm or company.
15. Virus Control
The Company warrants that it will use best endeavours to ensure that all software introduced to the Clients machines will be free of computer viruses, including but not limited to "Time Bombs" and "Logic Bombs" and has undergone virus checking procedures in line with current best practices. Notwithstanding these best endeavours the Company will not accept liability for any damage to any equipment of the Client and any third party that has been caused by a virus introduced as a result of software loaded by or via the Company.
16.1 During the term of any contract, and for a period of 12 months thereafter, the Client will not directly nor indirectly employ or solicit for employment any members of the Company's then current personnel.
16.2 In respect of any breach of Clause 16.1, the Company, in addition to any other remedies available in this Agreement or at law, shall be entitled to recover from the Client liquidated damages of 35% of the gross annual salary of the member of the company employed or solicited for employment.
17. Proper Law
The Contract shall in all respects be governed by Scots Law and shall be deemed to have been made in Scotland and the Client and the Company agree to submit to the exclusive jurisdiction of the Scottish Courts.
No waiver by the Company shown or granted to a client whether in respect of these Terms and Conditions or otherwise shall in any way effect or prejudice the rights of the Company against the Client or be taken as a waiver of any of these Terms and Conditions.
19. Third Party Rights
Neither the Company nor the Client intend that any terms of this contract will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by anyone that is not a party to it.
20. Retention of Title
In the event that the Company supplies to the Client at the request of the Client manuals or other goods the title to such items shall not pass to the Client until the full cost of the items has been paid.