Impact Integrators

STANDARD TERMS OF BUSINESS

1. Interpretation

1.1 The definitions and rules of interpretation in this clause apply to these Terms.

Contract: the contract between you and us for the supply of Services in accordance with these Terms.

Intellectual Property Rights: patents, rights to inventions, copyright and related rights, moral rights, trademarks, trade names and domain names, rights in get-up, rights in goodwill or to sue for passing off, rights in designs, rights in computer software, database 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 (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which may now or in the future subsist in any part of the world.

Services:  the services provided to the client on these Terms.

Supplier: Walcott Communications Ltd

Terms: the terms and conditions set out in this document.

writing or written: includes email.

1.2 The headings do not affect the interpretation of these Terms.

1.3 A reference to a particular law 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.

1.4 Unless the context otherwise requires, words in the singular include the plural and in the plural include the singular.

2. Basis of Agreement

2.1 These Terms constitute the entire agreement between Walcott Communications Ltd (the Supplier) and the Client. You, the Client, acknowledge that you have not relied on any statement, promise or representation made or given by or on behalf of Walcott Communications that is not set out in these Terms.

2.2 These Terms shall become binding on Walcott Communications Ltd and the Client and a contract shall be formed between us (Walcott Communications Ltd) and the Client instructing us to commence work in relation to the Services (whether in writing, (including by email) or orally), whichever is the earlier.

2.3 These Terms take precedence over any other terms and conditions (including the Client’s own terms of business) and any course of dealing or industry practice.

3. The Services

3.1 Walcott Communications Ltd shall provide online training (the Services), under the product name Impact Integrators, with all due care, skill and ability and shall use reasonable endeavours to meet any timescales set out in the Impact Integrators Order Form OR email correspondence between us, but these dates are estimates only and if we fail to meet these dates the Client shall not have any legal rights in relation to this.

3.2 Walcott Communications Ltd shall provide the following Services to the Client:

Access to Impact Integrators on-line material including video modules, workbooks and additional resources.  The full description of the services for the course are set out in the Impact Integrators Order Form.

3.3 Client access to the course content is given once the following conditions are met:

(a) The Client has signed and returned the Impact Integrators Order Form and indicated acceptance of the Terms and Conditions 

(b) The Client has provided Walcott Communications Ltd with a Purchase Order for the charge set out in the Order form (either an annual fee or monthly subscription)

(c) The Client has supplied Walcott Communications Ltd with the details of the students to begin the process of registration

4. Fees and Booking

4.1 The charges for the Services are as set out in the Impact Integrators Order Form.

4.2 Where the Services are provided for a fixed price, the total price for the Services shall be the amount set out in the Impact Integrators Order Form.

4.3 For Services where fees are payable annually in one single payment, we will invoice you for the fixed price in advance.

4.4 Where the fees are to be made by monthly subscription Walcott Communications Ltd will invoice the Client in advance of the first month and for each subsequent monthly payment at the time specified in the Impact Integrators Order Form.

4.5 All charges are stated exclusive of VAT which shall be added to the charges at the applicable rate (where necessary).

4.6 The Client must pay each of our invoices in full, and in cleared funds by the payment method specified on the invoice, within [28] days of the date of the invoice. 

4.7 Without prejudice to any other right or remedy, if you fail to pay the invoice on the due date, we may:

(a) charge interest on the sum due from the due date for payment at the annual rate of 4% above the base lending rate from time to time of The Bank of England accruing on a daily basis and being compounded quarterly until payment is made (whether before or after any court judgment) and shall pay the interest immediately on our demand; and

(b) suspend all Services until payment has been made in full.

5. Confidential information

5.1 Walcott Communications Ltd acknowledges that we will have access to confidential information about the Client’s business and employees in the course of providing the Services. We shall not use or disclose to any third party any such confidential information, except where we need to in order to properly perform the Services.

5.2 The Client will keep strictly confidential all information about our business, our suppliers and our customers.

5.3 The restrictions in clauses 5.1 and 5.2 do not apply to:

(a) any use or disclosure required by law;

(b) any disclosure authorised by the party who owns the confidential information; or

(c) any information which is already public knowledge (otherwise than through unauthorised disclosure by the party to whom the information does not relate).

6. Data protection

6.1 You consent to Walcott Communications Ltd holding and processing data relating to the Client and its employees for legal, administrative, management and marketing purposes, subject to our Privacy Policy.

6.2 The Client consents to Walcott Communications Ltd making such information available to those who provide products or services to us such as sub-contractors, suppliers involved in the delivery of the Services, and potential purchasers of us or any part of our business.

6.3 The Client consents to the transfer of such information to our business contacts (such as server hosts) outside the European Economic Area.

7. Intellectual property

7.1 Walcott Communications Ltd is the owner or the licensee of all Intellectual Property Rights and all other rights in the Services and any materials provided as part of the Services and nothing in these Terms or otherwise shall operate to transfer the ownership of the Intellectual Property Rights in the Services or such materials.

7.2 The copyright and all other intellectual property rights in all courses developed under the provisions of clause 3 shall remain the sole and exclusive property of Walcott Communications Ltd. The Client undertakes that they will not copy or permit the copy of course materials, nor disclose or permit disclosure or sell or hire the same to third parties, nor use the same for running the Client’s own courses unless the express written permission of Walcott Communications Ltd is given. 

8. Termination

8.1 Notwithstanding the provisions of clause 2, Walcott Communications Ltd may terminate this Contract on 1 months’ notice for any reason with no liability to provide any further services to the Client.

8.2 The Client may terminate this Contract if Walcott Communications commits any serious or repeated breach or non-observance of any of the provisions of this Contract and such breach is not remedied within 14 days of notification of breach.

8.3 Notwithstanding the provisions of clause 2 or clause 8.1, Walcott Communications Ltd may terminate this Contract with immediate effect with no liability to provide any further services to the Client if at any time:

(a) The Client fails to make a payment when due and payable under this Contract;

(b) The Client commits any gross misconduct affecting our business;

(c) The Client commits any serious or repeated breach or non-observance of any of the provisions of this Contract;

(d) The Client commits any fraud or dishonesty or carry out business or otherwise act in any manner which in our opinion brings or is likely to bring us into disrepute or is materially adverse to our interests.

(e) The Client ceases, or threaten to cease, to trade.

8.4 Our rights under this clause 8 are without prejudice to any other rights that we might have at law to terminate the Contract. Any delay by us in exercising our rights to terminate shall not constitute a waiver of these rights. 

8.5 Walcott Communications Ltd shall not be obliged to retain documents and information relating to you after termination of this Contract. 

9. Obligations on termination

On termination of this Contract the Client shall immediately pay to Walcott Communications any unpaid fees or other sums payable under this Contract. Termination will not affect either of our outstanding rights or duties, including Walcott Communications Ltd.’s right to recover from the Client any money owed under these Terms.

10. Status 

Walcott Communications Ltd relationship to Client will be that of independent contractor and nothing in these Terms shall make us their employee, worker, agent or partner.

11. Limitation of Liability

11.1 The courses are provided under this Contract at the Client’s request. The Client accepts that they are responsible for verifying that the course is suitable for their requirements. Walcott Communications Ltd will use all reasonable skill and care in the preparation and presentation of its courses and courses supplied under Clause 3.

11.2 Other than (i) liability for death or personal injury to any person caused by our negligence, (ii) liability for any fraud or fraudulent misrepresentation made by us or (iii) liability for any other matter which we may not legally exclude or limit, we exclude all liability for any loss or damage suffered by the Client resulting from the Contract (including all consequential loss or damage howsoever caused and whether or not this was in the Client’s or our reasonable contemplation and including any loss or damage suffered by the Client as a result of advice or opinions given by Walcott Communications Ltd or by any of our employees, agents, consultants or subcontractors). 

11.3 In the event that Walcott Communications Ltd is found liable to the Client for any loss or damage, this liability shall be limited to the amount of any fees the Client has paid to us in accordance with these Terms in the 12 months preceding the date on which any claim is made. 

11.4 If Walcott Communications Ltd is prevented from or delayed in performing our obligations by the Client’s act or omission or by any circumstance outside of our control, we shall not be liable for any costs, charges or losses incurred by the Client that arise from such prevention or delay.

11.5 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from these Terms.

11.6 This clause 11 shall survive termination of the Contract.

12. Notices

All notices sent by the Client to us must be sent to Saskia Walcott, Walcott Communications Ltd, 85 Runwsick Road, Bristol, UK, BS4 3HX or by email to [email protected]. We may give notice to the Client at either the e-mail or postal address provided to us. Notice will be deemed received and properly served 24 hours after an e-mail is sent or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that the letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that the e-mail was sent to the specified e-mail address of the addressee.

13. Assignment and subcontracting

13.1 Walcott Communications Ltd may at any time assign, transfer, subcontract or deal in any other manner with all or any of our rights under these Terms.

13.2 The Client shall not, without our prior written consent, assign, transfer, subcontract or deal in any other manner with all or any of its rights or obligations under these Terms.

14. General

14.1 If any court or competent authority decides that any of the provisions of these Terms are invalid, unlawful or unenforceable to any extent, the term will, to that extent only, be severed from the remaining terms, which will continue to be valid to the fullest extent permitted by law.

14.2 If Walcott Communications Ltd delay in exercising any rights under these Terms or by law, that shall not constitute a waiver of such right or prevent us from exercising that right at a later date.

14.3 Walcott Communication may vary these Terms at any time (other than in relation to the fee to be charged).

14.4 A person who is not party to these Terms shall not have any rights under or in connection with them under the Contracts (Rights of Third Parties) Act 1999.

14.5These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by English law and both parties agree to the exclusive jurisdiction of the English courts.