Standard Terms and Conditions of Trade
1. Definitions
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. General
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. All of the foregoing subject to
written agreement from the Company that
the service can be provided and subject
to terms at paras 12 and 13.
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. Where a
client has not taken a course,
consultancy or any other service,,
arranged a date or accepted an
alternative date within 6 months of
booking and paying for a course,
consultancy or other service the fee
will be non-refundable.
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.
3.12 All services
subject to any or all prevailing
guidelines, rules, statements and/or
regulations and legislation.
4. Prices
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 Credit card payment can be arranged by an invoice sent to you for payment on the PayPal credit card processing platform. Credit card processing fees will be added to the invoice.
4.7
All prices are
exclusive of Value Added Tax and this
will be charged at the appropriate rate.
5. Additional Costs & Intellectual
Property Rights
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.
6. Confidentiality
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
personal injury:
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.
11.
Representations
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 services
and/or 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, government
guidance or regulations, 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. Cancellation
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
a cancellation fee of 100% of the rate
agreed 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.
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.
13.3 You acknowledge and agree that you
will not be entitled to make any claim
or bring legal proceedings in respect of
any refund, credit note, overpayment or
other repayment, howsoever arising, 4
years after the date on which the
relevant payment was made.
13.4 ICT Wizard reserves the
right to cancel any booked courses or
other services, scheduled courses,
consultancy or support services
without financial obligation.
13.5 All bookings and contracts where
bespoke arrangements have been applied
shall be subject to a minimum
cancellation fee of 100% and a minimum
transfer fee of 50% regardless of when
the cancellation or transfer was
notified.
13.6 No refunds will be
made and a 100% cancellation fee will
apply in the event of a client deciding
not to proceed with a training,
consultancy or other service after the
service has started.
13.7 Rescheduling will
incur an administration fee of 50% of
the above cancellation fees where
applicable. Rescheduling is only
available if original course(s) have
already been paid or booked within
agreed terms. Any rescheduled courses,
consultancy or other services must be
taken within 6 months and the fee paid
is non-refundable.
13.8 Bookings
by individual consumers (not business
clients or business contracts, which
require agreement as outlined in 13.1
and fees as outlined in 13.2.1). In the event
that a consumer cancels a training course
or other service or a consumer delegate fails to
attend, cancels or withdraws from a
particular course or service booked,
payment will be due in accordance with
our scale of cancellation fees. The cancellation fees are:
No
cancellation charge if cancellation is
received 16 working days or more prior
to the scheduled date or .
50% of the fees are
charged if cancellation is received 16
working days but more than 10 working
days prior to the scheduled
date.
100% of the fees are charged
if cancellation is received 10 working
days or less of the scheduled date.
All cancellations must be sent in
writing via registered post or by
e-mail:
ICT Wizard
25 Forfar Road
Dundee
DD4 7BD
email:
mail@ictwizard.com
telephone: 01382 453447
fax: 0700 609
9151
No-shows will be charged 100% of
the course price.
13.9 The
Client may substitute delegates at any
time upon notification in writing to the
Company subject to any new delegate
complying with the requirements for the
course as notified by the Company to the
Client.
14. Sub-Contracting
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. Non-Solicitation
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.
18. Waiver
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.
