These Terms and Conditions are for the purchase and sale of Training Services by Intelligent Dialogue Ltd, a company registered in England and Wales under company number 05766126.
- Definitions and Interpretation
In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:
|“us/we/our”||means Intelligent Dialogue Ltd. (Also includes our employees, agents, representatives and 3rd party suppliers)|
|“you/your”||means the client; the person/company (including their employees, agents or assigns), who purchases and/or receives the service(s) from us|
|“Participant”||Means an individual or representative scheduled by the client to attend the training|
|“services”||means the services, including any goods and materials, detailed in the proposal to be supplied by us to you|
|“Proposal”||means the proposal document sent by us to you, following an indication by you that you wish to obtain training services from us, setting out the details of the training to be provided and the basis upon which we propose to provide them.|
|“Agreement/Contract”||means the Agreement between us and you which shall be deemed to incorporate these Terms and the terms on any individual proposal|
|“Fees”||means the price payable for Services|
|“Writing”||includes electronic mail, facsimile transmission and comparable means of communication.|
- The Contract
Any proposal provided by us shall not constitute an offer and is only valid for a period of 90 days from its date of issue.
These Terms & Conditions and the proposal provided by us constitute the entire contract between the parties.
The contract is considered to start when you have confirmed acceptance of our proposal and these terms, and we have positively acknowledged your acceptance and receipt of any advance payment we have requested. They will remain in force for the period specified in the proposal.
The parties agree to do everything necessary to ensure that the terms of this contract take effect.
These Terms & Conditions apply to the contract to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
Any amendment or modification of this contract or additional obligation assumed by either party in connection with this contract will only be binding if evidenced in writing, signed by each party or an authorised representative of each party.
Any variation to the finalised training material will incur a charge based on design time involved and any reprinting costs.
- Delivery of Training
Services specific to this contract will be outlined in our proposal.
We reserve the right to make any changes in the specification of the services which are required to conform with any safety or other statutory requirements at any time during the term of the contract.
We can allow our associates (either in our place or together with us) to provide the services without notice to you, though usually we would provide you with full details of any associates. If other persons perform the services, we will continue to be responsible for the performance of the services and our obligations under this contract.
Any additional services or variations to the services will only be undertaken upon acceptance of a separate agreement with all costs to be agreed by both parties, in writing, before the services commence.
Any participant whose behaviour disrupts the learning for other people will be asked to leave, and you will be notified by the trainer at the first opportunity. Participants who are asked to leave will still need to be paid for.
Whilst we will take all reasonable steps to make courses as inclusive as possible, participation in any course requires that participants are able to understand spoken English and write and read in English to a reasonable level.
- Fees and Payment
Fees specific to this contract will be outlined in our proposal. The fees as stated in the contract does not include Value Added Tax (“VAT”). VAT will be added at the prevailing rate. Our VAT number is GB870 0055 56.
We charge mileage at 60p per mile. Where travel is pre-booked and paid for, any cancellation or postponement will incur these costs. Overseas travel will be paid in advance.
We reserve the right to invoice an additional amount for courses where the agreed maximum number has been exceeded, unless agreed upon prior to the training date. We do not offer discounts for fewer participants attending.
For new clients 50% of the delivery costs will be required in advance.
Invoices are payable within twenty-eight (28) calendar days of the invoice date.
We accept payment by BACS/Faster Payment. Our bank details are on our Invoice.
Any queries relating to an invoice must be received within 7 days from the date of the invoice. Until a query is resolved you remain liable to pay the undisputed part of an invoice within the original timescale detailed on it.
If payment of the price or any part thereof is not made by the due date, we may:
- Cancel the contract or suspend any further provision of the services to you with immediate effect. Any such period of suspension shall be disregarded for the purpose of contractual time limits previously agreed for the completion of the services;
- Exercise our statutory right to charge interest at 8% above the Bank of England base rate per annum on late business debts under provisions in the Late Payments of Commercial Debts (Interest) Act 1998;
- Apply a charge of £10 (to cover administrative expenses and not as a penalty) per reminder for overdue payment submitted to you. We shall be entitled to submit such reminders on a weekly basis once the fees have become overdue;
- Charge you the costs of recovery of any outstanding amount including legal costs and disbursements.
5. Client responsibilities
You acknowledge that our ability to provide the services is dependent upon your full and prompt co-operation as well as the accuracy and completeness of any information and data you provide to us.
Accordingly, You shall:
- in a timely manner, provide us with access to, and use of, all information, data and documentation reasonably required by us for the performance by us of our obligations under the contract.
- ensure we have any required access to your premises or external training facility, and suitable space and facilities in which we can deliver the services at the dates and times agreed
- agree to ensure that our staff and any associates engaged by us are informed of all relevant health & safety requirements of your site at the outset of any services performed.
- agree to have in place, at all times when the services are to be performed by us on your premises, suitable employer’s liability and public liability insurance.
- be responsible for your employees and all obligations under these Terms, including but without limitation payment for services. You shall use all reasonable efforts to ensure that any employees booked on training courses attend such courses.
- make any payments due to us in a timely manner
- Access and Communication
We are committed to providing you with a high-quality service that is professional and effective. If you would like to discuss how our service could be improved or if you are dissatisfied with the service you are receiving, please let us know by contacting us on 0845 450 0988, or by email at firstname.lastname@example.org
You can postpone a training date subject to the following financial penalties:
- If postponement is less than 10 weeks before – 50% of each scheduled fee earning day
- If postponement is less than 6 weeks before – 75% of each scheduled fee earning day
Due to unforeseen circumstances, we may need to cancel booked courses, in such cases we offer the replacement future booking free of charge. We do not provide compensation packages for courses that do not proceed.
- Cancellation & Termination
You may cancel this contract at any time by notifying us in writing, subject to the following financial penalties:
- If cancelled less than 10 weeks before the scheduled fee earning day – 70% of each cancelled day
- If cancelled less than 6 weeks before the scheduled fee earning day – 100% of each cancelled fee day.
We reserve the right to terminate the contract with immediate effect in the event of any of the following:
- You pass a resolution for winding up (other than for solvent amalgamation or reconstruction), or a court of competent jurisdiction makes an order to that effect; or
- You cease to carry on your business or substantially the whole of Your business; or
- You are declared insolvent, or convene a meeting of creditors or make or propose to make any arrangement or composition with your creditors; or
- A liquidator, receiver, administrative receiver, manager, trustee or similar officer is appointed over any of your assets.
If either party breaches a material provision under this contract, and, in the case of a breach capable of being remedied, fails to remedy it within a reasonable time of being given written notice of the breach, the non-defaulting party may terminate this contract immediately and require the defaulting Party to indemnify the non-defaulting party against all reasonable damages.
All notices of termination of the contract should be submitted to the other party in writing.
We shall use all reasonable endeavours to meet any milestones and deadlines specified in the contract; however, any such dates shall be estimates only. If our obligations under this contract are prevented or delayed by any act or omission by you, then we shall not be liable for any costs, charges or losses sustained or incurred by you arising directly or indirectly from the prevention or delay.
You guarantee to us that you have permission to use any text, graphics, photos, designs, trademarks, or other materials that you provide for inclusion in any materials we prepare for you. You shall indemnify us against all costs, claims, demands, expenses and liabilities of any nature arising out of or in connection with any breach of this warranty.
You shall be liable to pay to us, on demand, all reasonable costs, charges or losses sustained or incurred by us arising directly or indirectly from any fraud, negligence, failure to perform or delay in the performance of any of your obligations under the contract, subject to us confirming such costs, charges and losses to you in writing.
Whilst our employees or associates are working on your premises, you shall ensure the health and safety of those people. You shall indemnify us and keep us indemnified against all losses, damages and expenses incurred or suffered by us in connection with any and all claims made in respect of any injury, death or loss suffered by those employees or associates as a result of working at your premises.
- Our Liability
Nothing in this Agreement shall exclude or limit either party’s liability for death or personal injury resulting from the negligence of that party or their employees, agents or associates, for fraudulent misrepresentation or concealment or for any other liability that cannot be in any way excluded or limited at law.
Except as otherwise expressly provided in the Agreement:
Our liability to you in shall be limited to the value of any fees paid under the agreement, however we shall not be liable for any economic losses (including, without limitation, any loss of profits, business, contracts, goodwill, revenue or anticipated savings) or any special, indirect or consequential losses or any destruction of data.
These exclusions and limitations apply to every claim related to this agreement, not just claims for breach of contract.
This indemnification will survive the termination of this Contract.
- Confidential Information
Each party acknowledges that in connection with this Agreement it may receive certain confidential or proprietary technical and business information and materials of the other party (“Confidential Information”).
Each party, its agents and employers shall hold and maintain in strict confidence all Confidential Information, shall not disclose such Confidential Information to any third party and shall not use any Confidential Information except as may be necessary to perform its obligations under this Agreement except as may be required by a court or governmental authority of competent jurisdiction.
Notwithstanding the foregoing, Confidential Information shall not include any information that is in the public domain or becomes publicly known through no fault of the receiving party or is otherwise properly received by a third party without obligation of confidentiality.
On the conclusion or termination of the Contract both parties shall cease to use all copies of confidential information obtained from the other except in so far as the law requires the information be retained in which event it shall be kept until such period is over and, in any event, kept strictly confidential under the provisions of this clause.
Nothing in this clause shall restrict either party, subject to obtaining the permission of the other, from discussing the existence of this Agreement, the nature of the Services to be delivered under it or the nature of the relationship between the parties.
We will comply with the relevant Data Protection laws in storing and processing any personal information you provide to us.
We may use photography or video in some of Our training session with the consent of the Participants. Should You not wish these to be used in the public domain for promotional activity please advise the Trainer on the course.
- Intellectual Property
You will have the full right and licence to use copies of materials we create for you for the particular purpose for which they were prepared. However, all copyright and other intellectual property rights in all documents, reports, written or electronic advice or other material provided by us to you remains with us. If you wish to use copies of these materials for purposes other than those for which they were prepared, including running the training course yourself, you will require our written permission and fees may be payable.
The contents of our proposal and our training materials should not be shared with any other training & development company.
- Other Important Terms
We are willing to sign Non-Disclosure Agreements where appropriate.
This Agreement represents the entire Agreement between the parties in respect of the Services and shall prevail over any conditions contained or referred to in any of your documents or otherwise.
If any part of this Agreement is found to be void or un-enforceable by any Court of competent jurisdiction, such part shall be severed from this Agreement, which will otherwise remain in full force and effect.
These Terms shall remain in force until altered in writing and signed by both parties.
The failure by us at any time or for any period to enforce any one or more of these Terms and Conditions shall not be a waiver of them or a waiver of the right to enforce such Terms and Conditions on a future occasion.
You may not assign this Agreement or any rights or obligations under it without our prior written consent.
Unless otherwise agreed and subject to the application of the then current prices, these Terms of Business shall apply to any future instructions given by you to us.
A person who is not a party to the Contract shall have no rights under the Contract pursuant to the Contracts (Rights of Third Parties) Act 1999.
- Legal status
This Agreement is non-exclusive, either party being free to engage in any business of its choosing with any establishment of its selection.
Nothing in this Agreement shall create a partnership or joint venture between us and save as expressly provided in this Agreement neither of us shall enter into or have authority to enter into any engagement or make any representation or warranty on behalf of or pledge the credit of or otherwise bind or oblige the other.
- Governing Law and Jurisdiction
Our relationship with you will be governed by English law and will be subject to the exclusive jurisdiction of the English courts.