TERMS AND CONDITIONS FOR ELEMENT SAFETY LTD

DEFINITIONS

“Agreement” means these terms and conditions and in the

Proposal.

“Booking Form” (this may be simply an email acceptance between both parties) means the booking form issued to the Client or

Delegate by Element Safety

“Charges” means the charges for the Training Services set out in

the Booking Form (email acceptance) or the Proposal.

“The Client” means the company or delegate identified in the

Booking Form (email acceptance) or the Proposal.

“Clause” means a clause in these terms and conditions.

“The Date(s) for the Training Services” means the date(s) upon

which the Training Services are to take place as set out in the

Booking Form (email acceptance) or the Proposal.

“Delegate” means the members of the Client’s staff who are to

receive the Training Services as set out in the Booking Form (email acceptance) or the

Proposal.

“Expenses” means the expenses incurred in respect of travel

and accommodation wholly and necessarily for the purposes of

the Agreement as may be identified in a Proposal.

“Element Safety” means Element Safety Ltd

“Personal Data” means the data which relates to a living

individual who can be identified from that data or from that data

and other information and which is provided to Element Safety by

the Client.

“Proposal” means the proposal for Training Services

accompanying these terms and conditions (which is applicable

only for bespoke Training Services).

“The Instructor” means the person delivering the Training

Service.

“The Training Location” means the place at which the Training

Services are to be held.

“Training Services” means the training requirements set out in

the Booking Form (email acceptance) or the Proposal.

TRAINING SERVICES AND LOCATION

1.1 Element Safety shall provide Training Services in accordance

with these terms and conditions.

1.2 Up until 72 hours before the Training Service is due to

commence, Element Safety may, by notice in writing, alter the

Training Location provided that the new location is within 5 miles

of the original.

TRANSFERS, CANCELLATION AND POSTPONEMENT

2.1 If a delegate identified in a Booking Form (email acceptance) or a Proposal wishes

cancel a booking, the following fees shall be due:

Days’ notice of cancellation prior to the

commencement of the Training Services

% Charges to pay

Less than 7 Days (0-6 days) 100%

7- 14 days 75%

15 – 21 days 50%

22 days and over 0%

2.2 A substitute delegate may be provided at no cost (unless

individual specific literature has already been ordered)

2.3 Notification of any cancellation must be made in writing

via email to info@elementsafety.com

2.4 Element Safety reserve the right to cancel, alter or rearrange

courses without liability and as they deem necessary. In such an

event, attendees will be offered alternative courses or a full

refund.

DELEGATES

Delegates shall act reasonably throughout the training. Element

Safety may remove a delegate from a course, where, in the

opinion of the Instructor, which shall be final, the Delegate is

behaving unreasonably.

CHARGES AND PAYMENT

3.1 The Charges for the Training Services which are subject to a

Booking Form (email acceptance) shall be due upon booking and shall be paid within

14 days of the date of Element Safety’s invoice or before the

course (unless otherwise agreed).

3.2 The Client shall pay the Charges without deduction or set-off.

3.3 Sums due under this Agreement are exclusive of VAT which

shall be payable by the Client.

3.4 In the event the Client fails to make payment in accordance

with this Agreement, Element Safety may: -

3.4.1 charge interest at the statutory interest rate specific in the

Late Payment of Commercial Debt (interest) Act 1998; and/or

3.4.2 Suspend supply of the Training Services by notice in writing

until such time that full payment is received (unless otherwise

agreed).

LIABILITY AND ITS EXCLUSION AND LIMITATION

4.1 The Charges are determined on the basis of the limits and

liability set out in these terms and conditions. The Client may, by

written notice to Element Safety, request Element Safety to

propose a higher limit of liability subject to an increase in the

charge.

4.2 In no event shall Element Safety be liable for (whether direct or

indirect) any loss of contracts, profits, anticipated savings,

revenue, goodwill, business loss and corruption of data or

software programs, financing expenses, interruption in the use or

availability of data, stoppage to other work or consequential

losses, nor for any indirect losses.

4.3 Subject to Clause 6.4, Element Safety liability shall not exceed

charges.

4.4 Element Safety and the Client shall indemnify each other

against damage to tangible property whether personal or real,

and death or injury to persons to extent caused by the negligence

of the other party provided that:

4.4.1 The other party is immediately notified of any claim and has

full power to negotiate and settle any claims.

4.4.2 The total liability of each party to the other for damage to

tangible property, whether personal or real, shall be limited to

£1,000,000 in respect of each event or connected series of events

and an annual aggregate of £2,000,000.

4.5 Each provision of this Clause shall survive independently.

4.6 Nothing in this Agreement shall operate to limit or exclude any

liability of Element Safety which may not be excluded and or

limited by law.

4.7 Clause 6 shall apply before and after any termination of this

Agreement.

INSURANCE

5.1 In the case of In House Training, the parties shall carry public

liability insurance for a minimum amount of £2,000,000 for each

and every claim and shall provide evidence of this cover upon

request.

ADVERTISING

6.1 Element Safety may make reference to a Clients contract

within any proposal to further Clients, provided only fundamental

facts are divulged and not proprietary and confidential

information.

6.2 Element Safety may store the names of the Delegates for the

purpose of advising them of the availability of further courses in

the future.

DATA PROTECTION

7.1 The Client shall ensure that it has in place all necessary

consents in connection with Personal Data to allow Element Safety

at all times to perform the Training Services without infringing any

third party rights.

7.2 Element Safety warrants to the Client that it will only use the

Personal data for the purposes of carrying out its obligations

hereunder and that it will ensure that all reasonable and

appropriate security measures are in place to protect the Personal

Data. Furthermore, Element Safety will destroy or deliver up the

Personal Data upon written demands from the Client, and further,

that it has in all respects complied with its obligations under the

Data Protection Act 1998 and any amendments to or reenactments

thereof.

INTELLECTUAL PROPERTY

8.1 All intellectual property rights, including copyright, patents

and design arising in connection with this Agreement and shall

belong to and remain vested in Element Safety or its authorised

provider and the Client shall execute any document necessary for

this purpose.

HEALTH AND SAFETY

9.1 The parties shall comply with all applicable health and safety

legislation and codes of practice.

TERMINATION

10.1 Either party may terminate this Agreement by written notice:

10.1.1 if the other party makes any voluntary arrangement with its

creditors or enters into administration (whether or not pursuant to

a court order) or (being an individual or firm) becomes bankrupt

or (being a company) goes into liquidation or is deemed under

Section123 of the Insolvency Act 1986 to be unable to pay its

debts or is dissolved and / or

10.1.2 if the other party fails to remedy a material breach of the

Agreement within 30 days of written notice identifying the breach

and notifying of an intention to terminate; and / or

10.1.3 if an encumbrancer takes possession, or a received or

administrative received is appointed, of any of the property or

assets of the party; and / or

10.1.4 the other party threatens to cease to carry on business.

ASSIGNMENT

11.1 This Agreement is personal to the Client and may not be

assigned by the Client in whole or in part.

FORCE MAJEURE

12.1 Neither party shall be responsible for any failure or delay in

performance of its obligations under this Agreement (other than

the obligation to make payments of money) due to any force

majeure event including, Act of God, refusal of license (other than

as a result of any act or omission of Element Safety) or other

Government act, fire explosion, embargo, terrorism, civil

disturbance, accident, epidemics, lightning damage,

electromagnetic interference, radio interference, strikes industrial

dispute, or any other cause beyond its reasonable control.

NON-SOLICITATION

13.1 The Client shall not during the term of this Agreement and for

6 months thereafter, entice or solicit for employment with it or any

other entity any Instructor who has been engaged to provide the

Training Services.

ENTIRE AGREEMENT

14.1 This Agreement sets out the entire agreement between the

parties in relation to the subject matter hereof and supersedes all

previous arrangements, agreements and representations whether

written, oral or implied between the Client and Element Safety

relating to the Training Services.

AGREEMENT AMENDMENTS

15.1 Any amendments to this Agreement shall be in writing.

EFFECTIVENESS

16.1 This Agreement shall be effective and deemed accepted by

the parties by the return email booking the training offered by /

through Element Safety or by returning a booking form.

THIRD PARTIES

17.1 Third parties have no rights under the Contracts (Rights of

Third Parties) Act 1999 or any amendment to or re-enactment of it

to enforce any provision of this Agreement.

LAW

18.1 This Agreement shall be construed in accordance with

English law and the English courts shall have sole jurisdiction.

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