“Agreement” means these terms and conditions and (depending on the type of Training Service) (i) the Booking Form, (ii) Booking Email or (iii) the Proposal.
“Booking Form” 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 or the Proposal.
“The Client” means the company or delegate identified in the Booking Form, Booking Email 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, Booking Email 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, Booking Email 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, Booking Email or the Proposal.
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.
2.1 If a delegate identified in a Booking Form, Booking Email 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 firstname.lastname@example.org
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 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.
3.1 The Charges for the Training Services which are subject to a Booking Form or Booking Email 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).
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.
4.4 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.
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.
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.
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 re-enactments thereof.
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.
9.1 The parties shall comply with all applicable health and safety legislation and codes of practice.
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.
11.1 This Agreement is personal to the Client and may not be assigned by the Client in whole or in part.
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.
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.
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.
15.1 Any amendments to this Agreement shall be in writing.
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.
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.
18.1 This Agreement shall be construed in accordance with English law and the English courts shall have sole jurisdiction.
Employment of Element Safety’s services shall constitute an acceptance of Element Safety’s Terms & Conditions.