The Client's attention is particularly drawn to the provisions of clause 8.
- Definitions: In these Conditions, the following definitions apply:
- Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
- Charges: the charges payable by the Client for the supply of the Services in accordance with clause 5.
- Commencement Date: has the meaning set out in clause 2.2.
- Conditions: these terms and conditions as amended from time to time in accordance with clause 11.8.
- Contract: the contract between Knowledge Exchange Group and the Client for the supply of Services in accordance with these Conditions.
- Client: the person or firm who purchases Services from Knowledge Exchange Group.
- Deliverables: the training, marketing, event or seminar services provided by Knowledge Exchange Group for the Client.
- Intellectual Property Rights: all patents, rights to inventions, utility models, 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 right, 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.
- Order: the Client's order for Services as set out in the Client's purchase order form.
- Services: the services, including the Deliverables, supplied by Knowledge Exchange Group to the Client as set out in the Specification, but subject to these terms.
- Specification: the description or specification of the Services provided in writing by Knowledge Exchange Group to the Client, or available for booking as a training, event or conference on Knowledge Exchange Group’s website or elsewhere in any media, in all cases where such description is an offer of Services made for acceptance.
- Knowledge Exchange Group registered in England and Wales with company number 08808447.
1 Northumberland Avenue, Trafalgar Square, London WC2N 5BW, United Kingdom
- Knowledge Exchange Group: Abbreviation: Knowledge Exchange Group (KEG)
- Knowledge Exchange Group Materials: means all materials, equipment, documents and other property of Knowledge Exchange Group.
- Construction. In these Conditions, the following rules apply:
- a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
- a reference to a party includes its successors or permitted assigns;
- a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;
- any phrase introduced by the terms including, include, in particular or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
- a reference to writing or written includes faxes and e-mails.
2. Basis of contract
- The Order constitutes an offer by the Client to purchase Services in accordance with these Conditions.
- The Order shall only be deemed to be accepted when Knowledge Exchange Group issues written acceptance of the Order at which point and on which date the Contract shall come into existence (Commencement Date).
- Cancellation of the Order may only be made up to 30 days before the date of the event upon payment of a cancellation fee of £100 plus vat per delegate. The Client must pay in full for later cancellation or non-attendance.
- Delegates may be substituted for no additional cost if notified in writing to firstname.lastname@example.org stating the event name and date, and the original and substitute names, job titles, organisation email addresses and telephone numbers.
- Special dietary and access requirements must be notified to email@example.com in writing at least 30 days in advance. Joining instructions will be sent out no later than 7 days prior to the event date. In the event of non-receipt please call 0345 647 7000.
- Knowledge Exchange Group reserves the right to change the agenda or date of an event without notice.
- Knowledge Exchange Group does not warrant that any event qualifies in satisfaction of any governmental or regulatory requirement, including, but not limited to any immigration visa status requirements.
- The Contract constitutes the entire agreement between the parties. The Client acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of Knowledge Exchange Group which is not set out in the Contract.
- Any samples, drawings, descriptive matter or advertising issued by the Knowledge Exchange Group, and any descriptions or illustrations contained in the Knowledge Exchange Group's website catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.
- These Conditions apply to the Contract to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
- Any quotation given by Knowledge Exchange Group shall not constitute an offer, and is only valid for a period of 20 Business Days from its date of issue.
3. Supply of Services
- Knowledge Exchange Group shall supply the Services to the Client in accordance with the Specification in all material respects but subject to changes under these terms.
- Knowledge Exchange Group shall use all reasonable endeavours to meet any performance dates specified for delivery, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
- Knowledge Exchange Group shall have the right to make any changes to the Services, and Knowledge Exchange Group shall notify the Client in any such event if the changes are material.
- Knowledge Exchange Group warrants to the Client that the Services will be provided using reasonable care and skill.
4. Client's obligations
- The Client shall:
- ensure that the terms of the Order and any information it provides in the Specification are complete and accurate;
- co-operate with Knowledge Exchange Group in all matters relating to the Services; and
- provide Knowledge Exchange Group with such information and materials as Knowledge Exchange Group may reasonably require in order to supply the Services, and ensure that such information is accurate in all material respects.
- If Knowledge Exchange Group's performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation (Client Default):
- Knowledge Exchange Group shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations to the extent the Client Default prevents or delays the Knowledge Exchange Group's performance of any of its obligations;
- Knowledge Exchange Group shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from the Knowledge Exchange Group's failure or delay to perform any of its obligations as set out in this clause 4.2; and
- the Client shall reimburse Knowledge Exchange Group on written demand for any costs or losses sustained or incurred by Knowledge Exchange Group arising directly or indirectly from the Client Default.
5. Charges and payment
- The Charges for the Services shall be as agreed in the Specification.
- Knowledge Exchange Group shall be entitled to charge the Client additionally for any expenses reasonably incurred by the individuals whom Knowledge Exchange Group engages in connection with the Services including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by Knowledge Exchange Group for the performance of the Services, including a share of the cost of any Knowledge Exchange Group sourced venue, and for the cost of any materials.
- Knowledge Exchange Group shall invoice the Client in advance of providing the Services.
- The Client shall pay each invoice submitted by the Knowledge Exchange Group in advance of the provision of the Services and no later than:
- 14 days of the date of the invoice and in any event before the event date; and
- in full and in cleared funds to a bank account nominated in writing by the Knowledge Exchange Group, and
- time for payment shall be of the essence of the Contract.
- All amounts payable by the Client under the Contract are exclusive of amounts in respect of value added tax chargeable for the time being (VAT). Where any taxable supply for VAT purposes is made under the Contract by Knowledge Exchange Group to the Client, the Client shall, on receipt of a valid VAT invoice from theKnowledge Exchange Group, pay to Knowledge Exchange Group such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.
- Without limiting any other right or remedy of the Knowledge Exchange Group, if the Client fails to make any payment due to Knowledge Exchange Group under the Contract by the due date for payment (Due Date), Knowledge Exchange Group shall have the right to charge interest on the overdue amount at the rate of four per cent per annum above the then current Barclays Bank Plc base rate accruing on a daily basis from the Due Date until the date of actual payment of the overdue amount, whether before or after judgment, and compounding quarterly.
- The Client shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and the Client shall not be entitled to assert any credit, set-off or counterclaim against Knowledge Exchange Groupin order to justify withholding payment of any such amount in whole or in part. Knowledge Exchange Group may, without limiting its other rights or remedies, set off any amount owing to it by the Client against any amount payable by Knowledge Exchange Group to the Client.
6. Intellectual property rights
- All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by Knowledge Exchange Group.
- The Client acknowledges that, in respect of any third party Intellectual Property Rights, the Client's use of any such Intellectual Property Rights is conditional on Knowledge Exchange Group obtaining a written licence from the relevant licensor on such terms as will entitle Knowledge Exchange Group to license such rights to the Client.
- In particular Knowledge Exchange Group Materials are use by the individual delegates for whom Knowledge Exchange Group has been paid for training, and may not be copied used or disposed of without license from Knowledge Exchange Group , and may not be used to train non-clients or third parties or persons not attending Knowledge Exchange Group’s training events, without the written consent of Knowledge Exchange Group.
- All Knowledge Exchange Group Materials are the exclusive property of Knowledge Exchange Group.
- The Client (Receiving Party) 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 the Receiving Party by Knowledge Exchange Group (Disclosing Party), its employees, agents or subcontractors, and any other confidential information concerning the Disclosing Party's business or its products or its services which the Receiving Party may obtain. The Receiving Party shall restrict disclosure of such confidential information to such of its employees, agents or subcontractors as need to know it for the purpose of discharging the Receiving Party's obligations under the Contract, and shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party. This clause 7 shall survive termination of the Contract.
8. Limitation of liability: THE CLIENT'S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE
- Nothing in these Conditions shall limit or exclude the Knowledge Exchange Group's liability for:
- death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
- fraud or fraudulent misrepresentation; or
- breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
- Subject to clause 8.1:
- Knowledge Exchange Group shall not be liable to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
- Knowledge Exchange Group's total liability to the Client in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the amount paid by the Client for the Services under the Contract.
- Except as set out in these Conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
- This clause 8 shall survive termination of the Contract.
- Without prejudice to any rights that have accrued under this agreement or any of its rights or remedies, Knowledge Exchange Group may terminate this agreement without liability to the Client immediately (or following such notice period as it sees fit) by giving written notice to the Client party if:
- the Client fails to pay any amount due under this agreement on the due date for payment and remains in default not less than seven days after being notified in writing to make such payment; or
- the Client commits a material breach of any material term of this agreement (other than failure to pay any amounts due under this agreement) and (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so; or
- the Client repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement; or
- the Client suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 OR (being a natural person) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply; or
- the Client commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of the Client with one or more other companies or the solvent reconstruction of the Client; or
- a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Client other than for the sole purpose of a scheme for a solvent amalgamation of the Client with one or more other companies or the solvent reconstruction of the Client; or
- an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Client; or
- a floating charge holder over the assets of the Client has become entitled to appoint or has appointed an administrative receiver; or
- a person becomes entitled to appoint a receiver over the assets of the Client or a receiver is appointed over the assets of the Client; or
- the Client, being an individual, is the subject of a bankruptcy petition or order; or
- a creditor or encumbrancer of the Client attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days; or
- any event occurs, or proceeding is taken, with respect to the Client in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 9.1(d) to clause 9.1(k) (inclusive); or
- the Client suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business; or
- the Client, being an individual, dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his or her own affairs or becomes a patient under any mental health legislation; or
- as a result of any act or omission by the Client the party reasonably considers that the image or reputation of the party has been, or is likely to be, (if such breach were repeated), materially adversely affected.
- Without limiting its other rights or remedies, Knowledge Exchange Group may terminate the Contract with immediate effect by giving written notice to the Client if the Client fails to pay any amount due under this Contract on the due date for payment.
- Without limiting its other rights or remedies, Knowledge Exchange Group shall have the right to suspend provision of the Services under the Contract or any other contract between the Client and Knowledge Exchange Group if the Client becomes subject to any of the events listed in clause 9.1(b)) to clause 9.1(l), or Knowledge Exchange Group reasonably believes that the Client is about to become subject to any of them, or if the Client fails to pay any amount due under this Contract on the due date for payment.
10. Consequences of termination
On termination of the Contract for any reason:
- the Client shall immediately pay to Knowledge Exchange Group all of Knowledge Exchange Group's outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, Knowledge Exchange Group shall submit an invoice, which shall be payable by the Client immediately on receipt;
- the Client shall return all of Knowledge Exchange Group Materials and any Deliverables which have not been fully paid for, including copies on any media. If the Client fails to do so, then Knowledge Exchange Group may enter the Client's premises and take possession of them. Until they have been returned, the Client shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract;
- the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and
- clauses which expressly or by implication have effect after termination shall continue in full force and effect.
- Force majeure:
- For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of Knowledge Exchange Group including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of Knowledge Exchange Group or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
- Knowledge Exchange Group shall not be liable to the Client as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.
- If the Force Majeure Event prevents Knowledge Exchange Group from providing any of the Services for more than six weeks, Knowledge Exchange Group shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Client.
- Assignment and subcontracting:
- Knowledge Exchange Group may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent.
- The Client shall not, without the prior written consent of Knowledge Exchange Group, assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
- Any notice or other communication required to be given to a party under or in connection with this Contract shall be in writing and shall be delivered to the other party personally or sent by prepaid first-class post, recorded delivery or by commercial courier, at its registered office (if a company) or (in any other case) its principal place of business, or sent by fax to the other party's main fax number.
- Any notice or other communication shall be deemed to have been duly received if delivered personally, when left at the address referred to above or, if sent by pre-paid first-class post or recorded delivery, at 9.00 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 sent by fax, on the next Business Day after transmission.
- This clause 11.3 shall not apply to the service of any proceedings or other documents in any legal action. For the purposes of this clause, "writing" shall not include e-mails and for the avoidance of doubt notice given under this Contract shall not be validly served if sent by e-mail.
- A waiver of any right under the Contract is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. 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.
- Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.
- If a court or any other competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.
- If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
- No partnership: 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 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.
- Third parties: A person who is not a party to the Contract shall not have any rights under or in connection with it.
- Variation: Except as set out in these Conditions, any variation, including the introduction of any additional terms and conditions, to the Contract, shall only be binding when agreed in writing and signed by Knowledge Exchange Group.
- Governing law and jurisdiction: This 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, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.
- By agreeing to these terms you consent that we may process the personal data (including sensitive personal data) that we collect from you and use it for the associated companies in our group to market our goods and services to you. Please address any questions, comments, and requests regarding our data processing practices to firstname.lastname@example.org