These terms and conditions (the Conditions) (together with the documents referred to herein) comprise the agreement pursuant to which VDS Training Services Limited (registered number 10727838) of registered office 4 Haig Court, Knutsford, Cheshire WA16 8XZ (hereinafter referred to as "we", "us" and "our") supply any of our professional training services.
Please read these Conditions carefully and retain a copy of these Conditions for future reference. Your attention is particularly drawn to Condition 9. The definitions and rules of interpretation set out in Condition 22 shall apply to these terms and conditions.
1. Application of Conditions
1.1 Our provision of the Services shall be governed by and subject to the terms and conditions of these Conditions. In the event of any inconsistency between these Conditions and any terms or conditions contained, or referred to, in your purchase order, confirmation of order, acceptance of a quotation, or specification or other document supplied by you, or implied by law, trade custom, practice or course of dealing, these Conditions shall prevail.
1.2 The terms set out herein shall supersede standard terms and conditions (if any) attached to, enclosed with or referred to in any document provided to us by you.
1.3 Subject to your receipt of the Contract, the receipt by you of the services will be deemed to be on these terms and conditions, whether or not you have explicitly acknowledged and accepted the Contract.
2. Commencement and duration
The Services supplied under the Contract shall be provided by us to you in accordance with the summary of the Services.
3. Our obligations
3.1 We shall use reasonable endeavours to provide the Services, and to deliver the Deliverables to you, in accordance in all material respects with the summary of the Services.
3.2 We shall use reasonable endeavours to meet any performance dates specified in the summary of the Services.
3.3 In the event that you request that we locate and arrange premises in which the Services are to be delivered, we shall ensure that the premises have the benefit of public liability insurance cover to a level that such premises would reasonably be expected to have. We shall have no further obligation or liability to you in relation to the provision of the premises and exclude hereto all liability in respect of the premises to the fullest extent permitted by the law.
4. Your obligations and restrictions
4.1 You shall co-operate with us in all matters relating to the Services.
4.2 You shall only use the Services and the Deliverables for your own educational purposes.
4.3 Unless you have obtained our prior written consent and entered into the Licence Agreement (if so requested by us), you shall not:
(a) film, tape or record in any format the provision by us of the Services;
(b) copy, make available, retransmit, reproduce, sell, disseminate, separate, licence, distribute, store electronically, publish, broadcast or otherwise circulate either within your business or externally any of our Services and/or Deliverables (or any part of them) to any person; and
(c) in the event that the Services or Deliverables include webinars or electronic learning materials, you shall not copy, make available, retransmit, reproduce, sell, disseminate, separate, licence, distribute, store electronically, publish, broadcast or otherwise circulate either within your business or externally any of our Services and/or Deliverables (or any part of them) to any person.
4.4 In the event you ask that we deliver the Services at a premises of your choice, you shall procure and ensure that the venue has commercial general liability and public liability insurance cover with reputable insurers ant to a level that such premises would reasonably be expected to have.
4.5 You shall procure that delegates attending premises in which the Services are delivered by us shall comply with all reasonable standards of safety and comply with all health and safety procedures from time to time in force at the premises where the Services are provided, in addition to all health and safety requirements prescribed by law.
4.6 The Services and Deliverables should not be relied upon as a substitute for legal, accounting or tax advice as to any matter and we do not hold ourselves out as providing legal, accounting or tax advice.
4.7 You shall be liable to pay to us, on demand, all reasonable costs, charges or losses sustained or incurred by us (including, without limitation, any direct, indirect or consequential losses, loss of profit and loss of reputation, loss or damage to property and those arising from injury to or death of any person and loss of opportunity to deploy resources elsewhere) arising directly or indirectly from your 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.
4.8 You shall not, without our prior written consent, at any time from the date of the Contract for a period of 12 months, knowingly solicit or entice away from us or employ (or attempt to employ) any person who is, or has been, engaged as a member, partner, employee, consultant or subcontractor of ours in the provision of the Services.
4.9 You agree to abide by any special conditions set out in the summary of the Services or as otherwise notified to you by us in writing. In the event and to the extent that such special conditions are inconsistent with terms of the Contract, the special conditions shall prevail.
5.1 In consideration of the provision of the Services by us, you shall pay the fees as set out in the summary of the Services.
5.2 You shall pay each invoice submitted to you by us, in full and in immediately available cleared funds, within 30 calendar days of receipt to a bank account nominated in writing by us. We reserve the right to invoice you in advance of providing the Services.
5.3 Without prejudice to any other right or remedy that we may have, if you fail to make a payment due to us in accordance with Condition 5.2, you shall pay interest on the overdue amount from the due date until the date on which overdue amount is paid in full (both dates inclusive), whether before or after judgment. Interest under this condition will accrue daily at the rate of 3 per cent per annum above the base rate of Barclays Bank PLC (as varied from time to time) and compound quarterly. We may claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.
5.4 Time for payment shall be of the essence of the Contract.
5.5 You shall indemnify us in respect of any debt collection costs incurred in connection with our providing you with the Services.
5.6 We may, without prejudice to any other rights we may have, set off any liability of yours to us against any liability we have to you.
6. Cancellation, termination and cancellation fees
6.1 At any time prior to us providing the Services, either party (the Initiating Party) may terminate the Contract with immediate effect by written notice to the other party (the Breaching Party) on or at any time after the Breaching Party passing a resolution for winding up, a court of competent jurisdiction making an order for the Breaching Party's winding up or the presentation of a petition for the Breaching Party's winding up that is not dismissed within seven days, in each case other than for the purposes of solvent amalgamation or reconstruction in such manner that the entity resulting from such amalgamation or reconstruction effectively agrees to be bound by or assume the Breaching Party's obligations under the Contract.
6.2 At any time prior to us providing the Services, we may terminate the Contract with immediate effect by written notice, if any invoice submitted by us to you in respect of training services previously provided to you by us remains outstanding for a period of 30 days or more from the date of its issue.
6.3 At any time prior to us providing the Services, you may terminate the Contract with immediate effect by written notice.
6.4 In the event that the Contract is terminated in accordance with Condition 6.1 or 6.2 or you terminate the Contract in accordance with Condition 6.3 then, in each case, if the relevant written notice is served or received by us:
(a) at least fourteen days prior to the date on which we are due to provide the Services, you shall incur a fee of 5% of the total price of the Services set out in the summary of the Services to cover our administration costs; or
(b) within the period of fourteen days prior to the date on which we are due to provide the Services, you shall incur a fee equivalent to the total price of the Services set out in the summary of the Services.
6.5 Notwithstanding Condition 6.4, if at any time prior to us providing the Services the Contract is terminated for whatever reason whatsoever or the date upon which we are scheduled to provide the Services is postponed for whatever reason whatsoever, you shall:
(a) reimburse us for all out-of-pocket expenses and disbursements incurred by us or the individuals whom we engage in connection with the Services; and
(b) within a reasonable time, return all of our Pre-existing Materials and Deliverables if we so request. If you fail to do so, then we may enter your premises and take possession of them.
Until they have been returned or repossessed, you shall be solely responsible for their safe keeping.
6.6 The accrued rights and liabilities of the parties as at termination and the continuation of any provision expressly stated to survive or implicitly surviving termination, shall not be affected.
7. Intellectual property rights
7.1 As between you and us, all Intellectual Property Rights and all other rights in the Deliverables and the Pre-existing Materials shall be owned by us, our agents, subcontractors, consultants and employees as appropriate.
7.2 You acknowledge that, where we do not own any Pre-existing Materials, your use of rights in Pre-existing Materials is conditional on us obtaining a written licence (or sub-licence) from the relevant licensor or licensors on such terms as will entitle us to licence such rights to you.
7.3 You shall fully indemnify us in respect of any infringement of any intellectual property rights arising as a result of your use of our Services or Deliverables in breach of these Conditions, provided that such indemnity shall not extend to any infringement by us of any third party's Intellectual Property Rights.
8. Confidentiality and our property
8.1 You shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to you by us, our members, employees, agents, consultants or subcontractors and any other confidential information concerning our business or its products which you may obtain.
8.2 You may disclose such information:
(a) to your employees, officers, representatives, advisers, agents or subcontractors who need to know such information for the purposes and to the extent permitted by the Contract; and
(b) as may be required by law, court order or any governmental or regulatory authority.
8.3 You shall ensure that your employees, officers, representatives, advisers, agents or subcontractors to whom you disclose such information comply with this Condition 8.
8.4 You shall not use any such information for any purpose other than as permitted by the Contract.
8.5 All materials, equipment and tools, drawings, specifications and data supplied by us to you (including Pre-existing Materials) save for Deliverables provided to you by us shall, at all times, be and remain as between you and us our exclusive property, but shall be held by you in safe custody at your own risk and maintained and kept in good condition by you until returned to us, and shall not be disposed of or used other than in accordance with our written instructions or authorisation.
9. Limitation of liability
YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CONDITION
9.1 This Condition sets out our entire financial liability (including any liability for the acts or omissions of our members, partners, employees, agents, consultants, and subcontractors) to you in respect of any breach of the Contract, any use made by you of the Services, the Deliverables or any part of them and any representation, statement or tortious act or omission (including negligence) arising under or in connection with the Contract.
9.2 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
9.3 Nothing in these Conditions limits or excludes our liability for death or personal injury resulting from our negligence for any damage or liability incurred by you as a result of fraud or fraudulent misrepresentation by us or for any liability incurred by you as a result of any breach by us of the condition as to title or the warranty as to quiet possession implied by section 2 of the Supply of Goods and Services Act 1982.
9.4 We warrant that the Services and Deliverables will be of a satisfactory quality.
9.5 Our members and staff: you acknowledge and agree that any liability for any loss, damage, costs and/or expenses suffered or incurred by you arising from, relating to or resulting from the provision of any of the Services will be our liability only and not any of the Group's partners, principals, members, directors, consultants or employees, other entities within the Group, the Group's agents or contractors or any of their respective partners, principals, members, directors, consultants, employees, agents or contractors. You undertake that you will in no circumstances bring any action in respect of any such aforesaid loss, damage, costs and/or expenses, whether arising in contract, negligence or otherwise, against any of the Group's partners, principals, members, directors, consultants or employees, other entities within the Group, the Group's agents or contractors or any of their respective employees, partners, principals, members, directors, consultants, agents or contractors.
9.6 Our total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance, or contemplated performance, of the Contract shall be limited to the total price paid for the Services as specified in the summary of the Services.
9.7 Subject to Condition 9.2 and Condition 9.3, we shall not be liable to you for any indirect or consequential loss that you may suffer, even if the loss is reasonably foreseeable or we have been advised of the possibility of you incurring it.
9.8 The Deliverables are designed as an integral part of the Services solely for the benefit of delegates of our Services. We do not therefore warrant that either the Services or the Deliverables will necessarily stand on their own. The Services and/or the Deliverables are not intended to be relied upon for giving specific advice.
9.9 To the extent permitted by law, we will not be liable by reason of breach of contract, negligence or otherwise for any loss or consequential loss occasioned to any person acting, omitting to act or refraining from acting in reliance upon the Services and/or the Deliverables and our liability for any such loss arising from or connected with any error or omission in the Services or Deliverables shall not exceed the total price paid for the Services as specified in the summary of Service.
10. Data protection
You acknowledge and agree that details of your name, address, payment record and personal data will be processed by us.
11.1 In order to communicate efficiently, correspondence and documents may be sent by unencrypted e-mail. You will be aware that delivery via the internet is not guaranteed as a secure method of communication, nor are there any standards for deliver. If you would prefer us not to use the internet to communicate with you, please let us know.
11.2 We shall assume that any e-mail address supplied by you to us is up to date and current and it is your sole responsibility to update us as to any changes in your e-mail address. We accept no responsibility for any failure by you to comply with this Condition.
12. Force majeure
We shall have no liability to you under the Contract if we are prevented from, or delayed in performing, our obligations under the Contract or from carrying on our business by acts, events, omissions or accidents beyond our reasonable control.
13.1 We endeavour always to run the Services as detailed in the summary of Services. However, we reserve the right to change or cancel the instructor, the material, the venue, location or dates at any time and without prior notice if, in our reasonable opinion, such an action is necessary. We do not pay compensation for consequential loss as a direct or indirect result of the Services being changed from that specified in the summary of the Services.
13.2 We may, from time to time and subject to your prior written consent, which shall not be unreasonably withheld or delayed, change the Services in order to comply with any applicable safety or statutory requirements, provided that such changes do not materially affect the nature, scope of, or the charges for the Services.
13.3 Subject to Condition 13.1, no variation of the Contract or these Conditions or of any of the documents referred to in them shall be valid unless it is in writing and signed by or on behalf of each of the parties.
14.1 A waiver of any right under the Contract is only effective if it is in writing and it applies only to the circumstances for which it is given. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that (or any other) right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that (or any other) right or remedy.
14.2 Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.
15.1 If any provision of the Contract or these Conditions (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed not to form part of the Contract or these Conditions, and the validity and enforceability of the other provisions of the Contract and these Conditions shall not be affected.
15.2 If a provision of the Contract or these Conditions (or part of any provision) is found illegal, invalid or unenforceable, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
16. Entire agreement
16.1 The Contract, these Conditions and, if applicable, the Licence Agreement constitute the whole agreement between the parties and supersedes all previous agreements between the parties relating to its subject matter.
16.2 Each party acknowledges that, in entering into the Contract, it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) (other than for breach of contract).
16.3 Nothing in this Condition shall limit or exclude any liability for fraud.
17.1 You shall not, at any time, assign, transfer, charge, mortgage, subcontract or deal in any other manner with all or any of our rights or obligations under the Contract unless you have obtained our prior written consent to do so.
17.2 We may at any time assign, transfer, charge, mortgage, subcontract or deal in any other manner with all or any of our rights under the Contract and may subcontract or delegate in any manner any or all of our obligations under the Contract to any third party or agent.
17.3 Each party that has rights under the Contract is acting on its own behalf and not for the benefit of another person.
18. No partnership or agency
Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent or employee of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.
19. Rights of third parties
A person who is not a party to the Contract shall not have any rights under or in connection with it.
20. Notices and other communications
20.1 Subject to Condition 11, any notice or other communication required to be given under the Contract shall be in writing and shall be delivered personally, or sent by pre-paid first-class post, recorded delivery, by commercial courier, or by email to the other party and for the attention of the person specified in the summary of the Services, or as otherwise specified by the relevant party by notice in writing to the other party.
20.2 Any notice or other communication shall be deemed to have been duly received if delivered personally, when left at the address and for the contact referred to in the summary of Service or, if sent by pre-paid first-class post or recorded delivery, at 10.00 am on the second Business Day after posting, or if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed or if delivered by email, at the time of transmission.
21. Governing law and jurisdiction
21.2 The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, the law of England and Wales.
21.2 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of, or in connection with, the Contract or its subject matter or formation (including non-contractual disputes or claims).
22. Definitions and interpretation
22.1 In these Conditions, the following expressions have the following meanings:
The summary of Services together with these Conditions;
All deliverables developed by us or our agents, subcontractors, consultants and employees in relation to the Services in the form specified in the summary of the Services;
VDS Training Services Limited, its holding company and all companies and undertakings which are now or in the future become subsidiary undertakings of The Veterinary Defence Society Limited or any such holding company;
Intellectual Property Rights
All copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world;
A licence from us to you granting you a non-transferable, non-exclusive, revocable licence to record, use or store all or some part of the Services and/or Deliverables;
All documents, information and materials provided by us relating to the Services which existed prior to the commencement of the Contract including computer programs, data, reports and specifications;
The training services to be provided by us under the Contract as set out in the summary of the Services together with any other services which we provide, or agree to provide, to you; and "you", "your" and "yourself" the person, firm or company who purchases Services from us.
22.2 Headings in these Conditions shall not affect their interpretation.
22.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
22.4 A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.
22.5 A reference to writing or written includes faxes and, unless expressly referred to elsewhere in these Conditions, to e-mail.
22.6 Any obligation in the Contract on a person not to do something includes, without limitation, an obligation not to agree, allow, permit or acquiesce in that thing being done.
22.7 References to conditions are to the Conditions of the Contract.