Effective from 01st October 2014- Updated on 25th November 2015
During the continuance of the Agreement into which this document is incorporated (the ‘Agreement’), Exodus-Solutions ltd , its group of companies and partners (hereinafter referred to as “Exodus-Solutions ltd”) shall supply and the Purchaser shall purchase subject to these Exodus-Solutions ltd Supply Terms.
Definitions in the Agreement (which Agreement includes any schedule and/or any appendix thereto) shall also apply in these Exodus-Solutions ltd Supply Terms. In the event of any conflict between these Exodus-Solutions ltd Supply Terms and the terms of the Agreement, the terms of the Agreement shall take precedence.
- Exodus-Solutions ltd Supplies, Specifications and related Prices
The Services, the Specifications, and the related Prices are set out in the Agreement and/or its Schedules (the ‘Schedules’) or Appendices (the ‘Appendices’).
2.1. No terms or conditions endorsed on a Purchaser’s order, specification, or similar document will form part of the contract between the parties. By placing an order, the Purchaser acknowledges the applicability of the Exodus-Solutions ltd Supply Terms.
2.2. Exodus-Solutions ltd and the Purchaser shall agree times and places for the performance of Services which shall generally be set out in the relevant Schedule and/or Appendix. Otherwise, Exodus-Solutions ltd shall use its reasonable endeavours to perform them within a reasonable time in the circumstances.
2.3. Failure to notify of any delay shall not on its own entitle the Purchaser to terminate the contract or withhold payment against Exodus-Solutions ltd invoice. Unless otherwise agreed in writing with Exodus-Solutions ltd, the Purchaser shall not be entitled to cancel any order for Services once the first performance of the Services has been performed by Exodus-Solutions ltd.
2.4. Purchasers may be asked to make payment in advance for Services against Exodus-Solutions ltd pro-forma invoice or provide a suitable credit reference or such other proof of creditworthiness as Exodus-Solutions ltd may require at its sole discretion before supply.
- 3. Eligibility for and Outcome of Training Courses
3.1. It is the Purchaser’s (employer’s) responsibility to ensure that students are free from any condition which would affect their capability to undertake their chosen course, and that they have the aptitude to cope with an intensive course of study. Aspect-People ltd welcomes students with disabilities but it remains their employer’s responsibility to ensure that they are appropriately supported in their workplace. Aspect-People ltd should be provided in advance (and for setting up purposes) notification of any assistance that a student is likely to need during the running of a course. If Aspect-People ltd decides that a student has not achieved the learning outcomes of the course and/or the assessment standard (i.e. they are referred), then they will subsequently be offered a reassessment at cost. Any further training or coaching over and above that provided on the course will be charged for.
3.2. The Purchaser (the employer) acknowledges that if a Student arrives late for a course or is absent from any session, Aspect-People ltd reserves the right to refuse to accept the Student for training/assessment, if it decides in its sole discretion that the student will gain insufficient knowledge or skill in the time remaining. In all such cases, the full course fee remains payable. To conform with all relevant requirements for statutory certificates, attendance at all sessions is mandatory.
- 4. Terms of Payment
Unless subject to separate agreed arrangements, the Purchaser shall pay Exodus-Solutions ltd within 30 days of the date of Exodus-Solutions ltd invoice. Unless relating to a service that is required to be paid for in advance, in such cases payments by cheque, credit card, debit card or bank transfer is required no later than 25 Working Days before the service start date.
Special arrangements may be separately agreed in the case of late conformations.
If the Purchaser fails to make payment on the due date, Exodus-Solutions ltd shall be entitled to charge the Purchaser interest at the annual rate of 6% above the base rate of Barclays Bank plc. Unless otherwise agreed with Exodus-Solutions ltd or required by law, the Purchaser shall not be entitled to make any set off in respect of amounts due to Exodus-Solutions ltd. All service fees are subject to the current rate of VAT (valid exemptions only).
The price payable for the Services shall be the list price of Exodus-Solutions ltd at the Confirmation Date unless otherwise stated.
The price does not include travel, accommodation, meals or other related expenses unless explicitly stated.
All prices are exclusive of Value Added Tax and this will be charged at the appropriate rate.
Each party acknowledges and agrees that any and all information concerning the other’s business or the terms of the Agreement including these Exodus-Solutions ltd Supply Terms is confidential (hereinafter referred to as ‘Confidential Information’) and each party agrees that it shall not permit the duplication, use or disclosure of any such Confidential Information to any person (other than its own employee, agent or sub-contractor where the same requires such information for the performance of the Agreement) unless such duplication, use or disclosure is specifically authorised in writing by the other party, or is required by the operation of Law. Confidential Information does not include information, which at the time of disclosure is generally known by the public (other than by the unauthorised act of the disclosing party). The parties shall take all reasonable steps to ensure that their employees, agents and sub-contractors keep Confidential Information confidential.
- Data Protection
6.1. Each party undertakes to comply at all times with the Data Protection Act 1998 (the ‘DPA’) to the extent it processes any personal data or sensitive personal data on behalf of the other. ‘personal data’ and ‘sensitive personal data’ shall have the meanings given in the DPA.
6.1.1. In particular, but without limitation, each party shall:
(a.) only carry out processing of such data in accordance with the other’s instructions
(b.) only disclose it to or allow access to it by those of its employees (or agents or sub-contractors) who are familiar with data protection requirements and whose use of such data relates to their job or function
(c.) assist the other with all subject information requests received from data subjects.
6.1.2. For the avoidance of doubt, neither party (or its agents or sub-contractors) shall acquire any rights in any of the other’s personal data or sensitive personal data and shall only be entitled to process it in accordance with its contractual obligations. On termination of the contract each party (or its agents or sub-contractors) shall immediately cease to use the same and shall arrange for its safe return or destruction as shall be agreed with the other at the relevant time.
6.1.3. Each party agrees to indemnify the other against any actions, costs, liabilities, losses, damages and expenses which the other may suffer or incur as a result of any breach by the former of any of the undertakings given in this Clause 6.
- Intellectual Property
7.1. Each party confirms that it owns, or has all necessary rights in the use of, all intellectual property in relation to the Services and each acknowledges that such intellectual property shall remain the property of, or the rights in the use of shall remain with, the originating party, unless otherwise agreed in writing between the authorised representatives of Exodus-Solutions ltd and the Purchaser.
7.2. Each party agrees to indemnify the other against any actions, costs, liabilities, losses, damages and expenses which the other may suffer or incur as a result of any claim by a third party in relation to ownership or use of any relevant intellectual property, provided by the other party.
- Force Majeure
Neither party will be liable to the other for any failure or delay or for the consequences of any failure or delay in performance of this Agreement if it is due to any event beyond the reasonable control and contemplation of a party to this Agreement including, without limitation, acts of God, war, industrial disputes, protests, fire, flood, storm, tempest, explosion, an act of terrorism and national emergencies.
9.1. Exodus-Solutions ltd warrants to provide Services with all the care and skill to be expected of a qualified and competent contractor experienced in undertaking services of the same kind as the Services.
9.2. If the Services performed are in breach of Clause 9.1, Exodus-Solutions ltd will at its option make good the performance, re-perform the Service or refund the Purchaser the relevant Price, subject to availability and the performance being proved to be deficient to the reasonable satisfaction of Exodus-Solutions ltd. These obligations will not apply where:
9.2.1. the part of the Service concerned was based on information supplied by or varied from the normal Service at the specific request of the Purchaser; or
9.2.2. the Purchaser failed to notify Exodus-Solutions ltd of the defect within 14 days of the supply.
- Consumer Protection (Distance Selling) Regulations 2000 (‘the Regulations’)
Where a contract with a consumer is concluded on a distance selling basis the Regulations (as amended from time to time) will apply and the Purchasing consumer will have a general right to cancel. In the case of services this will expire 14 days after booking (except for late bookings when it will expire on the date the services are commenced). Subject to the Regulations and to the foregoing, if a request is made to amend services or to cancel services, the following fees may be applied, unless a specific agreement is in place detailing any variations:
10.1. In the case of request for transfer:
(a) More than 4 weeks before commencement date: First transfer at no charge subsequent transfer, 25% of amount charged
(b) Between 2-4 weeks before Commencement date: 25% of amount charged
(c) Less than two weeks before Commencement date: 50% of amount charged
10.2. In the case of cancellation:
(a) More than 4 weeks before commencement date: Full Refund
(b) Between 2-4 weeks before Commencement date: 50% of amount charged
(c) Less than 2 weeks before Commencement date: 100% of amount charged
In all cases, notice of cancellation must be confirmed in writing addressed to the contact details on the booking confirmation letter.
11.1. Nothing in this contract excludes or limits or attempts to exclude or limit the liability of either party for death or personal injury caused as a result of its negligence, or for fraudulent misrepresentation; or in respect of the implied warranties contained in the Supply of Goods and Services Act 1982.
11.2. Subject to Clause 11.1 SJA will be under no liability to the Purchaser whatsoever (whether in contract, tort (including negligence), breach of statutory duty, restitution or otherwise) for any damage or direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and like loss) howsoever caused.
11.3. Subject to Clauses 11.1 and 11.2, SJA’s aggregate liability under this Agreement (whether in contract, tort (including negligence), breach of statutory duty, restitution or otherwise) for any damage or direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and like loss) howsoever caused will be limited to the amount paid for the Services concerned.
Any demand notice or communication may be given by hand or sent by first class prepaid post or facsimile and shall be deemed to have been duly served if delivered by hand when left at the address of the other; if given or made by prepaid first class post, 48 hours after being posted (excluding Saturday, Sunday and public holidays); if given or made by facsimile, at the time of transmission, provided that a confirming copy is sent by first class prepaid post to the other party within 24 hours after transmission.
- Freedom of Information
Where the Purchaser is a Public Authority as defined in the Freedom of Information Act 2000 (‘the FOIA’) it agrees to notify Exodus-Solutions ltd immediately if it receives any FOIA request for information regarding Exodus-Solutions ltd or its business, and it agrees to consult with Exodus-Solutions ltd regarding the application of any exemptions under the FOIA in relation to such request. Exodus-Solutions ltd agrees to cooperate with the Purchaser in relation to the FOIA.
In the event of a dispute concerning the Goods or Services the parties shall use their reasonable endeavours to resolve it as soon as practicable. If they fail to do so within 14 days, the parties shall try to agree on and implement a method of dispute resolution. If they fail to agree such method within 14 days, the parties confirm that the dispute will then become subject to the exclusive jurisdiction of the English courts.
- Consequences of Termination
The termination of this Agreement howsoever arising is without prejudice to the rights, duties and liabilities of either party accrued prior to termination. The clauses which expressly or impliedly have effect after termination will continue to be enforceable notwithstanding termination.
- Contracts (Right of Third Parties) Act 1999
The parties to the contract incorporating these conditions do not intend that any of its terms will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person not a party to it.
Neither party shall be entitled to assign or transfer any of its rights or obligations without the prior written agreement of the other (which shall not be unreasonably withheld or delayed).
No failure or delay by a party to exercise any right, power or remedy will operate as a waiver of it nor will any partial exercise preclude any further exercise of the same, or of some other right, power or remedy.
If any clause or part of this Agreement is found by any court, tribunal, administrative body or authority of competent jurisdiction to be illegal, invalid or unenforceable then that provision will, to the extent required, be severed from this Agreement and will be ineffective without, as far as is possible, modifying any other clause or part of this Agreement and this will not affect any other provisions of this Agreement which will remain in full force and effect.
This Agreement may only be varied or amended in writing and signed by the parties specifically referring to this clause and stating that this Agreement is varied in the manner specified.
- Entire Agreement
These terms and conditions, and the Agreement into which they are incorporated contain all the terms which the parties have agreed in relation to the subject matter of this Supply. Nothing in this Clause shall be taken to exclude liability for fraudulent misrepresentation.
- No Partnership
Nothing in this Agreement or any arrangement contemplated by it shall constitute either party a partner of the other nor shall the execution, completion and implementation of this Agreement confer on any party any power to bind or impose any obligations to any third parties on the other party or to pledge the credit of the other party.
- Compliance with Laws and Regulations
Each party shall observe and abide by and shall require its sub-contractors to observe and abide by all laws, regulations and by laws as may apply in relation to the matters contemplated by this Agreement.
- Governing Law and Jurisdiction
The formation, existence, construction, performance, validity and all aspects whatsoever of the Agreement or of any term of the Agreement will be governed by the law of England and Wales and subject to Clause 14, the courts of England and Wales shall have exclusive jurisdiction to settle any disputes which may arise out of or in connection with the Agreement.
- Fair processing
All information that we hold concerning you will be held and processed by Exodus-Solutions ltd strictly in accordance with the provisions of the Data Protection Act 1998.
Such data will be used by the organisation to administer our relationship with you as a customer. We reserve the right to share information within our group of companies and preferred partners. We will not, without your consent, supply your name and addresses to any [other] third parties except where (1) such transfer is a necessary part of the activities that we undertake, or (2) we are required to do so by operation of law.
As an individual, you have a right under the Data Protection Act 1998 to obtain information from us, including a description of the data that we hold on you. Should you have any queries concerning this right, please contact us at Exodus-Solutions ltd via our “Contact us” page.
- Exodus Solutions Ltd
Exodus Solutions ltd provides training and assessment in conjunction with selected Training Providers. To the best knowledge of Exodus Solutions ltd these Training/assessment Providers are suitably qualified and accredited to deliver the training/assessment courses offered.
The contents of course schedules are intended for general guidance only and do not form any part of a contract. Exodus Solutions ltd reserves the right to make any reasonable variations to public and in-house courses, including the content and location of the courses, without notice.
The indication of course availability and location shown on the Exodus Solutions ltd website is for general guidance and does not form any part of a contract. Please contact Exodus Solutions ltd before making any travel or accommodation arrangements as Exodus Solutions ltd will not be liable for any action that you may take in reliance on the information.
It is the responsibility of the Client to ensure that the delegates meet the prerequisites of the course on which they are booked, and that the course content meets their requirements.
Exodus Solutions ltd will perform the Services with reasonable skill and care. Any other conditions or warranties whether express or implied as to the quality of the Services are hereby expressly excluded.
Unless otherwise indicated, all courses are delivered solely in English and all delegates must be sufficiently proficient in English language before attending a course.
For courses not exclusive to one Client, Exodus Solutions ltd and its Training Providers reserve the right to refuse admission to the training premises by any person whom they consider in their absolute discretion to be unsuitable for admission onto the training premises or to remove any such person after the commencement of a course.
Cancellation, Transfers and Substitutions with respect to Training Courses
Exodus Solutions ltd reserves the right to cancel or arrange an alternative date for a course. In such circumstances Exodus Solutions ltd will endeavour to provide notice of cancellation or change to the Client. In the event of cancellation the Client will be entitled to a full refund of the course fee but Aspect people ltd shall not be liable for any other loss or expense arising.
The Client may cancel the course booking by notifying Exodus Solutions ltd in writing by recorded delivery as soon as reasonably practicable. The Client shall also be deemed to have cancelled the course booking if the delegate does not attend the event. The Client shall be liable to pay a cancellation fee as follows:
Public Scheduled Courses:
Number of Days Notice Proportion of Course Fee
0 – 15 Working Days 100%
16 – 25 Working Days 50%
Customer Specific Courses (for example on Client’s site):
Number of Days Notice Proportion of Course Fee
0 – 25 Working Days 100%
In the event that the delegate is unable to attend the course booked Exodus Solutions ltd will endeavour to transfer the delegate to an alternative course. If this is requested 26 or more Working Days from the start date of the original course then the only charges applicable will be an administration fee of £50 (plus VAT) plus any difference in course price. If a transfer is requested within 26 Working Days then the cancellation fee above shall be payable.
Exodus Solutions ltd will endeavour to accommodate requests by the Client to substitute one delegate for another but is under no obligation to do so. Such requests are subject to the replacement delegate meeting the pre-requisites for the course. In the event of substitution the Client shall pay an administration fee of £50 plus any unavoidable costs relating to the change.
The Contract shall only become effective at the Confirmation Date.
Any typographical clerical or other error or omission in any sales literature, administrative documentation, course materials, invoice or other document or information issued by Exodus Solutions ltd or its Training Providers shall be subject to correction without any liability on the part of Exodus Solutions ltd.
No variation to these Terms and Conditions shall be effective unless made in writing and signed by an authorised representative of Aspect people ltd.
Exodus Solutions ltd may assign or sub-contract the whole or any part of the Contract to any person, firm or company.
These Terms and Conditions expressly exclude any right afforded the Training Provider or any other third party pursuant to the Contracts (Rights of Third Parties) Act 1999.
During the term of the Contract and for a period of 12 months thereafter, the Client shall not directly or indirectly employ or solicit for employment any employees of Exodu Solutions ltd or its Training Providers.
- Expertina Ltd
Expertina ltd provides services in conjunction with selected Providers. To the best knowledge of Expertina ltd these Providers are suitably qualified and accredited to deliver the services offered.
It is the responsibility of the Client to ensure that the services detailed in any/all agreements are suitable and meet with their requirements.
Expertina ltd will perform the Services with reasonable skill and care. Any other conditions or warranties whether express or implied as to the quality of the Services are hereby expressly excluded.
The Contract shall only become effective at the Confirmation Date.
Any typographical clerical or other error or omission in any sales literature, administrative documentation, course materials, invoice or other document or information issued by Expertina Ltd or its Partner Providers shall be subject to correction without any liability on the part of Expertina ltd.
No variation to these Terms and Conditions shall be effective unless made in writing and signed by an authorised representative of Expertina ltd.
Expertina ltd may assign or sub-contract the whole or any part of the Contract to any person, firm or company.
These Terms and Conditions expressly exclude any right afforded the Provider or any other third party pursuant to the Contracts (Rights of Third Parties) Act 1999.
During the term of the Contract and for a period of 12 months thereafter, the Client shall not directly or indirectly employ or solicit for employment any employees of Expertina ltd or its Partner Providers.
You acknowledge and agree that all content and information, including but not limited to text, software, music, sound, photographs, graphics, video or other material (also known as “Content”) provided on the exodus-solutions ltd Website or through the Services, contained in sponsor advertisements or, presented to you by the group, its partners or advertisers, is protected by copyrights, trademarks, service marks, patents, or other proprietary rights and laws.
You shall abide by all copyright notices, trademark rules, information, and restrictions contained in any Content accessed through the Services, and except as expressly permitted herein, shall not use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit for any purposes whatsoever any Content or third party submissions or other proprietary rights not owned by you: (i) without the express prior written consent of the respective owners, and (ii) in any way that violates any third party right.
You acknowledge and agree that you are permitted to review, print and make one copy for your personal use of the Content (and other items displayed on the Website for download), provided that you maintain all copyright and other notices contained in such Content. You shall not store any significant Content in any form.
- Amendment to these Terms and Conditions
Exodus-solutions Ltd reserves the right to amend and alter these Terms and Conditions and any content or information contained on the Website at any time. In the event these Terms and Conditions are altered the Company will post the amended Terms and Conditions on this Website. Changes will apply from the date of posting.
Whilst the Exodus-Solutions ltd will try to provide you with uninterrupted access to this Website and its Services, Exodus-Solutions ltd may need to withdraw, modify, discontinue or temporarily or permanently suspend one or more aspects of the Websites where Exodus-Solutions ltd has a legal, technical or other good reason to do so (including technical difficulties experienced by the Group or any Internet infrastructure). However, Exodus-Solutions ltd will try, wherever possible, to give reasonable notice of Exodus-Solutions ltd intention to do so.
Exodus-Solutions ltd reserves the right to withhold, remove and or discard any content available as part of your account, with or without notice if deemed by Exodus-Solutions ltd to be contrary to these Terms and Conditions. Exodus-Solutions ltd has no obligation to store, maintain or provide you a copy of any content that you provide when using the Services.
If Exodus-Solutions ltd fails to exercise or enforce a right under the Terms and Conditions that failure shall not constitute a waiver of such right or provision.
If any provision of these Terms and Conditions is found by a court of competent jurisdiction to be invalid, that provision shall be deemed severed and the validity and enforceability of the remaining provisions shall not be affected. The parties nevertheless agree that the court should endeavour to give effect to the parties’ intentions as reflected in the provision.
You must report any violations of these Terms and Conditions to firstname.lastname@example.org
Oct 2014, issued version 001, Revision 001, last updated November 2015