Terms of Business
In these conditions the following words shall have unless the context requires otherwise the meanings set out opposite them
“The company” shall mean Keys Business Services Ltd.
“The customer” shall mean any person firm, company or organisation for whom the company agrees to perform the works;
“The works” shall mean all works specified in this document together with all work incidental thereto (and any part thereof) the subject matter of the contract as described in these conditions.
General
All contracts for the performance of the works by the company are made subject to these conditions of sale which supersede any earlier sets of conditions issued by the company. Any stipulations or conditions in the customer’s order form or other document delivered by the customer which would if applicable conflict with these conditions or in any way qualify or negative the same shall be deemed to be inapplicable to the company unless the same shall have been expressly agreed in writing in a document signed by a director of the company. No other servant or agent of the company has any authority to alter or qualify these conditions in any way;
Allowing the company to commence the works shall itself constitute an acceptance of these conditions where acceptance has not previously been communicated to the company.
Quotations shall be available for acceptance (unless expressly stated otherwise) for a maximum period of 30 days from the date thereof and may be withdrawn by the company within such period at any time by written or oral notice.
Price
All prices unless otherwise stated are quoted exclusive of VAT or other tax or duty relating to the performance of the works chargeable to the company and the travelling subsistence and other ancillary costs which shall be charged extra.
TERMS OF PAYMENT
Unless the customer has been granted a credit facility in writing by the company all works will be invoiced on receipt of a written order. Payment will be due prior to the commencement of the works by BACs, Cheque or Credit/Debit card. Payment for online bookings are processed securely via PayPal.
When the customer has been granted a credit facility by the company payment for the works shall be paid in full and received by the company within 30 days of the date of the company’s invoice. The company shall be entitled to submit its invoice upon completion of the works or at a time whilst the works are being carried out as agreed with the customer in writing prior to the commencement of work.
In the event of a default in payment by the customer the company shall be entitled without prejudice to any other right or remedy the company has under these conditions by virtue of the general law and without prior notice to suspend all further performance of any other contracts between the company and the customer and to charge interest on the amount outstanding at the rate of 4% above bank base rate from time to time in force throughout the period the amount is outstanding.
A cheque tendered by the customer in payment shall not be treated as payment until the same has been cleared. Where the customer has not been granted a credit facility and payment is not received prior to the commencement of the works it shall be deemed that the customer has cancelled the works without notice.
CANCELLATION
Cancellations by the customer may be made by email or telephone, but must be confirmed by email within 2 working days of the telephone call. The company reserves the right to levy the following cancellation fees:
More than 15 working days notice
15-6 working days notice
5 or less working days notice
10% of overall cost.
50% of overall cost
100% of overall cost
Whilst the company will make all reasonable endeavours to ensure that the works are carried out in full, the company reserves the right to cancel or postpone the commencement of the works, in this instance the company’s liability shall be restricted to the cost of the works.
TRANSFERS AND SUBSTITUTIONS
Transfers and substitutions made by the customer may be made by email. Transfers to alternative training courses (either at a different time or an alternative training course) may be made up to 5 working days prior to the course. No attendance without written confirmation will be treated as cancellations on the day of the commencement of the works. Substitutions are permitted without notice.
LIABILITY
Whilst the company endeavours to ensure that the program is fully capable of carrying out the functions for which it is designed and that all reasonable care is taken in developing the program and writing the program documentation and providing service the company does not have the benefit or product liability in respect of the program and program documentation or indemnity insurance in respect of any advice given and in the circumstances SAVE where the company can be shown to have failed to exercise reasonable care in the development and/or supply of the program and program development or other material relating thereto and/or the provision or performance of service and such failure results in the death or personal injury THE COMPANY SHALL NOT BE LIABLE TO THE CUSTOMER FOR ANY OTHER LOSS, INJURY OR DAMAGE OF ANY KIND WHATSOEVER whether resulting directly or indirectly from such failure or the company’s performance or failure to perform any of its obligations under this agreement and whether such loss is consequential or otherwise including without limitation loss or damage in respect of the program, program documentation, the use of the computer, the system or in respect of any other equipment or property or loss of profit, business, revenue, goodwill, data, time or anticipated savings.
CONFIDENTIALITY
All information, data, drawings, specifications, documentation, software listings, source or object code which the company has imparted and may from time to time impart to the customer relating to the works is imparted on the strict understanding this it is confidential and that all copyright therein is reserved to the company. The customer hereby agrees that it shall use the same solely in accordance with the provisions of the contract and that it shall not at any time during or after completion or termination of the contract disclose the same whether directly or indirectly to any third party without the company’s prior written consent.
The customer further agrees that it shall not itself or through any subsidiary agent or third party copy, sell, lease, licence, sub-licence, loan, give away, exchange, exhibit, communicate to any third party, reproduce, translate or otherwise deal with the works and works documentation or any part or parts or variations, modifications, copies or release thereof or any upgraded versions or have any software or other program written or developed for itself based on any confidential information supplied to it by the company.
Employment
The customer agrees that it shall not without the Company’s written consent either for the duration of this Agreement or for a period of 1 year from the date of the last training course provided by the Company pursuant to this Agreement solicit, entice away, deal with, accept training from or employ any employee or Contract Trainer employed by or contracted to the Company at the date of this Agreement.
Notices
Any Notice required to be given by either the company or the customer to the other shall be deemed to be properly served if sent by prepaid registered letter posted in the case of the company to its registered office and in the case of the customer to the location and any notice served shall be deemed to have been served 24 hours after the time of posting and in proving such service it shall be sufficient to prove that the notice was properly addressed and posted.
Waiver
Failure or neglect by the company to enforce at any time of the provisions hereof shall not be construed nor shall be deemed to be a waiver of the company’s rights hereunder or in any way affect the validity of the whole or any part of this agreement nor prejudice the company’s rights to take subsequent action. Nor shall any express waiver be effective unless the same is made in writing signed by a Director of the Company and such waiver shall only operate as a waiver of the specific breach in question and shall not constitute a waiver of any future breach.
English Law
The agreement shall be governed and interpreted according to English Law and the company and the customer hereby submit to the jurisdiction of the English courts.