Booking Terms & Conditions
The Contract is entered into between the Client and The Healthy Work Company on the basis of the terms stated below. The headings in these terms and conditions are for convenience only and shall not affect their interpretation.
The services to be delivered are as per the agreement set out above. In providing any service or product, The Healthy Work Company undertakes to provide competent employees and independent consultants and reserves the right to choose who undertakes provision of the service or product.
This Agreement will come into force on the Effective Date and will continue in force until the conclusion of the Services, at which time the Agreement will expire automatically, unless terminated earlier in accordance with the Termination clause.
These terms shall be considered to have been agreed and accepted by you in relation to any service provided.
Any variations to the terms must be agreed in writing.
The Client must make payment of invoices within 14 days of receipt. The Fees shall be exclusive of Value Added Tax (“VAT”) which shall be paid by the Client to the Supplier. The Fee shall be paid by bank transfer or by such other payment method as may be agreed between the Supplier to the Client. If the Client does not pay the Fee to the Supplier by the due date, the Supplier may claim interest at the rate of 2% above the base rate of Santander UK Plc. Where travel/hotel expenses are due as per the agreement, the invoice may be issued following the delivery of the product/services listed in the agreement.
Either party may terminate this Agreement immediately by giving written notice to the other party if the other party commits any material breach of any term of this Agreement, and:
- the breach is not remediable; or
- the breach is remediable, but the other party fails to remedy the breach within 30 days of receipt of a written notice requiring it to do so
- is dissolved, ceases to conduct all (or substantially all) of its business, is or becomes unable to pay its debts as they fall due, is or becomes insolvent or is declared insolvent or convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;
- an administrator, administrative receiver, liquidation, receiver, trustee, manager or similar is appointed over any of the assets of the other party; or
- an order is made for the winding up of the other party or the other party passes a resolution for its winding up (other than for the purpose of a solvent company reorganisation where the resulting entity will assume all obligations).
Termination of this Agreement shall operate without prejudice to any rights which may have accrued to either party under this Agreement. Clauses which have effect after termination shall continue in full force and effect.
The customer may, at any time, by written notice to Healthy Work Company, forthwith or upon such longer notice period specified in such written notice terminate The Healthy Work Company’s engagement under this agreement.
Both parties will keep confidential all information relating to the other’s business which may become known during the life of the contract provided that this restriction shall not apply to information which is in the public domain or to information which the party is compelled by law to disclose. All confidential information disclosed by one party to the other during the term of this agreement will be safeguarded and kept confidential to at least the same extent the parties safeguarded confidential material relating to their own business and in particular the price and any negotiated terms.
All notes and memoranda of any confidential information made by or on behalf of The Healthy Work Company during the life of the contract shall be the property of The Healthy Work Company upon the termination or expiry of this contract.
The property and any copyright or other intellectual property rights in any input material shall belong to the Client. The property and any copyright or other intellectual property of the Services and Products belong to The Healthy Work Company subject only to the right of the Client to use the Services and Products for the purposes of utilising the specified service.
The Healthy Work Company warrants that the products will not infringe the copyright or other rights of any third party and The Healthy Work Company shall indemnify the Client against any loss, damages, costs, expenses or other claims arising from any such infringement.
The Client warrants that any input material and its use by The Healthy Work Company for the purpose of providing the specified service will not infringe the copyright or other rights of any third party and the Client shall indemnify The Healthy Work Company against any loss, damages, costs, expenses or other claims arising from such infringement.
The Healthy Work Company are granted the right to use the clients name or logo in any sales or marketing literature or their website unless expressly instructed otherwise.
The Healthy Work Company shall bear no liability for loss, damage or delay howsoever arising caused in circumstances outside its control including (but not limited to) Acts of God, war, strike, civil commotion, work to rule or go slow, over time bans, lock outs, fire, flood, drought or inability to procure materials or articles except at increased prices due to any of the foregoing causes and loss of key staff or independent consultants involved in the provision of the Services and Products (and in these circumstances may suspend or cancel the whole or part of the Services). If such an event occurs, The Healthy Work Company will notify the Client as soon as convenient and, where appropriate, a reasonable extension to any delivery date or alternative provision of the products will be mutually agreed to if delivery of the Services and Products is still possible in the opinion of The Healthy Work Company. In no event shall either party be liable to the other for indirect or consequential loss or damage. Neither party excludes or limits liability for death or personal injury resulting from their negligence.
Subject to the above clause, the liability of either party in contract, tort (including negligence or breach of statutory duty) or otherwise arising by reason of or in connection with this Agreement shall be limited to £1,000,000 in respect of any one incident or series of related incidents in any period of twelve months.
Warranty and Indemnification
The Healthy Work Company warrants that any Services and Products shall be provided with reasonable skill and care. The Healthy Work Company’s liability under this warranty shall be limited to making available free of charge the labour and materials required to make good any failure to perform the Services with reasonable skill or care. The Healthy Work Company’s liability is also conditional upon written notice of the defect being given to The Healthy Work Company within 14 days after discovery of the same and in any event within 6 months after the date of performance of completion of the Services. This warranty is given in lieu of and shall be deemed to exclude all other warranties and conditions whether express or implied whether arising by common law, statute or otherwise other than that relating to title to goods supplied. The Services and products are supplied on the basis that the Client is neither a consumer nor deals as a consumer The Client agrees to indemnify The Healthy Work Company against all claims in respect of any loss damage or expense (including without limitation death or personal injury caused by negligence) sustained by any staff of or independent consultants used by The Healthy Work Company in connection with the supply of the Services.
No failure or delay by either party in exercising any of its rights under the contract shall be deemed to be a waiver of that right and no waiver by either party of any breach of the contact by the other shall be considered as a waiver and any subsequent breach of the same or any other provision. These terms and conditions constitute the entire agreement between the parties, supersede any previous agreement or understanding and may not be varied except in writing between the parties. All other terms, expressed or implied by statute or otherwise are excluded to the fullest extent permitted by law.
A notice required or permitted to be given by either party to the other under these terms shall be in writing addressed to the other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice. Any dispute arising under or in connection with these terms or the provision of the specified service shall be referred to arbitration by a single arbitrator appointed by agreement, or (in default) nominated on the application of either party by the President for the time being of the Suffolk and North Essex Law Society.
English Law shall apply to the contract and these parties agree to submit to the non-exclusive jurisdiction of the English court.
No breach of any provision of this Agreement will be waived except with the express written consent of the party not in breach.
If a Clause of this Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other Clauses of this Agreement will continue in effect. If any unlawful and/or unenforceable Clause would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted and the rest of the Clause will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant Clause will be deemed to be deleted).
Neither party may without the prior written consent of the other party assign, transfer, charge, license or otherwise dispose of or deal in this Agreement or any rights or obligations under this Agreement.
Each party agrees to execute (and arrange for the execution of) any documents and do (and arrange for the doing of) any things reasonably within that party’s power which are necessary to enable the parties to exercise their rights and fulfil their obligations under this Agreement.
This Agreement is made for the benefit of the parties and is not intended to benefit any third party or be enforceable by any third party. Accordingly, the Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement or to any of its provisions. The rights of the parties to terminate, rescind or agree any amendment, waiver, variation or settlement under or relating to this Agreement are not subject to the consent of any third party.
This Agreement constitutes the entire agreement and understanding of the parties in relation to the subject matter of this Agreement and supersedes all previous agreements, arrangements and understandings between the parties relating to its subject matter.
Cancellation – Training
For the purposes of clarification, the words cancellation means either cancellation or substitution of dates.
For training that is delivered on a client’s site, there is no penalty if a cancellation notice is received more than 15 working days prior to the onsite training date*. If a cancellation notice is received by The Healthy Work Company less than 15 working days but more than 10 working days prior to the training date, the cancellation charge is 50% of the fee**. If a cancellation notice is received by The Healthy Work Company less than 10 days working days prior to the training date, the cancellation charge is 100% of the fee**.
For training that is delivered off a client’s site, the client will be liable to pay the venue cancellation fee to The Healthy Work Company as per the venue’s cancellation policy. In addition to the venue cancellation fee, if a cancellation notice is received by The Healthy Work Company less than 15 working days but more than 10 working days prior to the training date, the cancellation charge is 50% of the fee. If a cancellation notice is received by The Healthy Work Company less than 10 days working days prior to the training date, the cancellation charge is 100% of the fee.
Course development for bespoke courses or content will commence following the date of this agreement. Any course development fees as set out in this agreement will be payable in full upon cancellation regardless of when the cancellation notice is received by The Healthy Work Company.
*excluding development fees which will be payable in full within 14 days.
**plus 100% of any development fees as set out in the services
Definitions and Interpretation
In this Agreement, unless the context otherwise requires:
“Agreement” means this agreement and any amendments to it from time to time
“Cancellation” means any date which has been agreed for training which the customer decides to cancel or postpone
“Client”means the person, firm, company or organisation named on this document for whom The Healthy Work Company has agreed to provide the specified services and products in accordance with these terms
“Contract” means the contract for the provision of the services and products specified in the proposal and the terms and conditions document
“Effective Date” means the date of execution of this Agreement
“eLearning Products”include the ‘Off the shelf’ eLearning modules, bespoke or tailored ‘Off the shelf’ eLearning modules, the e solutions platform (eSP) that launches, records and reports on the training and other online products, the Workstation Assessment (WA+) and Driver Assessment (DA+) tool
“eLearning Services”include the analysis of Client training requirements, development of media and content, tailoring or bespoking products and production and delivery and integration of SCORM objects into a Clients LMS
“Fee” means the total amount payable for the Services
“Force Majeure” means an event, or a series of related events, that is outside the reasonable control of the party or parties affected
“Intellectual Property Rights” means all intellectual property rights wherever in the world, whether registered or unregistered, including any application or right of application for such rights (and the “intellectual property rights” referred to above include copyright and related rights, moral rights, database rights, confidential information, trade secrets, know-how, business names, trade names, domain names, trademarks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs)
“Licenses”are the number of unique users who will gain access to the Products either via the eSP or in a SCORM object supplied to the Clients LMS and does not confer any ownership of the content, graphics or software.
“Services” means the services set out in the table above including all ‘Required’ elements and all ‘Optional’ elements confirmed by the Client
“Supplier” means The Healthy Work Company