Your Cart
Subtotal:
£0.00
View/Edit Cart
Checkout Now
pic

Terms of Service

Delphis Learning Ltd – Workshop Terms of Service

Please read these Terms and Conditions carefully. All contracts that the Provider may enter into from time to time for the provision of the Provider’s services shall be governed by these Terms and Conditions, and the Provider will ask the Customer for the Customer’s express written acceptance of these Terms and Conditions before providing any such services to the Customer.

Definitions

    1. Except to the extent expressly provided otherwise, in these Terms and Conditions:
      1. Charges” means the following amounts:
        1. such amounts as may be agreed in writing by the parties from time to time;
      2. Confidential Information” means the Provider Confidential Information and the Customer Confidential Information;
      3. Contract” means a particular contract made under these Terms and Conditions between the Provider and the Customer;
      4. Customer” means the person or entity identified as such in Section 1 of the Statement of Work;
      5. Customer Confidential Information” means:
        1. any information disclosed by or on behalf of the Customer to the Provider at any time before the termination of the Contract (whether disclosed in writing, orally or otherwise) that at the time of disclosure was marked or described as “confidential” or should have been understood by the Provider (acting reasonably) to be confidential; and
        2. the terms of the Contract;
      6. Customer Premises” means any premises owned or controlled by the Customer at which the parties expressly or impliedly agree the personnel of the Provider shall provide Services;
      7. Effective Date” means the date of execution of a Statement of Work incorporating these Terms and Conditions;
      8. Force Majeure Event” means an event, or a series of related events, that is outside the reasonable control of the party affected (including power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars);
      9. Provider” means Delphis Learning Ltd, a company incorporated in England and Wales (registration number 11061938) having its registered office at Heworth House, Melrosegate, York, United Kingdom, YO31 0RP;
      10. Provider Confidential Information” means:
        1. any information disclosed by or on behalf of the Provider to the Customer at any time before the termination of the Contract (whether disclosed in writing, orally or otherwise) that at the time of disclosure was marked or described as “confidential” or should have been understood by the Customer (acting reasonably) to be confidential; and
        2. the terms of the Contract;
      11. Services” means the training services specified in REFERENCE TARGET REMOVED;
      12. Statement of Work” means a written statement of work agreed by or on behalf of each of the parties;
      13. Term” means the term of the Contract, commencing in accordance with Clause 2.1 and ending in accordance with Clause 2.2; and
      14. Terms and Conditions” means all the documentation containing the provisions of the Contract, namely the main body of these Terms and Conditions and the Statement of Work, including any amendments to that documentation from time to time.

Term

    1. The Contract shall come into force upon the Effective Date.
    2. The Contract shall continue in force until:
      1. all the Services have been completed; and
      2. all the Charges have been paid in cleared funds,

      upon which it will terminate automatically, subject to termination in accordance with Clause 13.

    3. Unless the parties expressly agree otherwise in writing, each Statement of Work shall create a distinct contract under these Terms and Conditions.

Services

The Provider shall provide the Services to the Customer in accordance with these Terms and Conditions.

    1. The Provider shall provide the Services in accordance with the standards of skill and care reasonably expected from a leading service provider in the Provider’s industry.
    2. If the Customer believes that any element of the Services does not meet the standard specified in Clause 3.2, then the Customer must promptly notify the Provider and allow the Provider to investigate the matter (including where applicable allowing the Provider to inspect the results of those Services) and, if those Services do not meet that standard, re-perform those Services.
    3. The Provider shall comply with all reasonable requests and directions of the Customer in relation to the Services.
    4. For the avoidance of doubt, the Provider does not guarantee that the receipt of the Services will lead to any particular grading or result in any course, examination or assignment.

Services appointments

    1. The Provider shall provide the Services during appointments commencing on the date(s) and at the time(s) specified in the Statement of Work.
    2. If a party wishes to reschedule a Services appointment, then that party must give to the other party a written request for such rescheduling at least 1 Month before the Services appointment is due to commence. In these circumstances, each party will use all reasonable endeavours to agree an alternative Services appointment.
    3. The Customer may cancel a Services appointment by giving to the Provider at least 3 Month’s written notice of cancellation. If the Customer cancels a Services appointment in accordance with this Clause 4.3, then the Customer shall be released from any liability to pay Charges in respect of the relevant Services, and shall be entitled to a refund of any Charges previously paid in respect of those Services.

Provider personnel

    1. The Provider shall ensure that all personnel involved in the provision of the Services:
      1. have been interviewed by the Provider;
      2. have supplied proof of identity and satisfactory references to the Provider;
      3. have been properly trained and are adequately experienced in the provision of the Services; and
      4. hold all necessary qualifications and certifications required for their work in relation to the Services.

Customer Premises

    1. The Customer shall:
      1. promptly provide to the Provider such access to the Customer Premises as is reasonably required by the Provider for the provision of the Services;
      2. maintain the Customer Premises in good order for the supply of the Services and in accordance with all applicable laws;
      3. be responsible for ensuring the health and safety of the Provider’s personnel whilst they are at the Customer Premises;
      4. inform the Provider of all health, safety and security rules, regulations and requirements that apply at the Customer Premises; and
      5. maintain reasonable insurance cover for the Provider’s personnel whilst they are working at the Customer Premises (including reasonable public liability insurance).
    2. In the performance of the Services at the Customer Premises, the Provider shall comply with all reasonable health, safety and security rules, regulations and requirements advised by the Customer to the Provider.
    3. The Provider shall use all reasonable measures to secure any keys, and any other means of access, supplied by the Customer to the Provider for the purpose of enabling the Provider’s personnel to enter and work at the Customer Premises.

Charges

    1. The Customer shall pay the Charges to the Provider in accordance with these Terms and Conditions.
    2. All amounts stated in or in relation to these Terms and Conditions are, unless the context requires otherwise, stated exclusive of any applicable value added taxes, which will be added to those amounts and payable by the Customer to the Provider.

Payments

    1. The Provider shall issue invoices for the Charges to the Customer at any time after the relevant Services have been delivered to the Customer.
    2. The Customer must pay the Charges to the Provider within the period of 30 days following the issue of an invoice in accordance with this Clause 8.
    3. The Customer must pay the Charges by debit card, credit card, direct debit, or bank transfer (using such payment details as are notified by the Provider to the Customer from time to time).
    4. If the Customer does not pay any amount properly due to the Provider under these Terms and Conditions, the Provider may:
      1. charge the Customer interest on the overdue amount at the rate of 8% per annum above the Bank of England base rate from time to time (which interest will accrue daily until the date of actual payment and be compounded at the end of each calendar month); or
      2. claim interest and statutory compensation from the Customer pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.

Confidentiality obligations

    1. The Provider must:
      1. keep the Customer Confidential Information strictly confidential;
      2. not disclose the Customer Confidential Information to any person without the Customer’s prior written consent, and then only under conditions of confidentiality approved in writing by the Customer;
      3. use the same degree of care to protect the confidentiality of the Customer Confidential Information as the Provider uses to protect the Provider’s own confidential information of a similar nature, being at least a reasonable degree of care; and
      4. act in good faith at all times in relation to the Customer Confidential Information.
    2. The Customer must:
      1. keep the Provider Confidential Information strictly confidential;
      2. not disclose the Provider Confidential Information to any person without the Provider’s prior written consent, and then only under conditions of confidentiality approved in writing by the Provider;
      3. use the same degree of care to protect the confidentiality of the Provider Confidential Information as the Customer uses to protect the Customer’s own confidential information of a similar nature, being at least a reasonable degree of care; and
      4. act in good faith at all times in relation to the Provider Confidential Information.
    3. Notwithstanding Clauses 9.1 and 9.2, a party’s Confidential Information may be disclosed by the other party to that other party’s officers, employees, professional advisers, insurers, agents and subcontractors who have a need to access the Confidential Information that is disclosed for the performance of their work with respect to the Contract and who are bound by a written agreement or professional obligation to protect the confidentiality of the Confidential Information that is disclosed.
    4. No obligations are imposed by this Clause 9 with respect to a party’s Confidential Information if that Confidential Information:
      1. is known to the other party before disclosure under these Terms and Conditions and is not subject to any other obligation of confidentiality;
      2. is or becomes publicly known through no act or default of the other party; or
      3. is obtained by the other party from a third party in circumstances where the other party has no reason to believe that there has been a breach of an obligation of confidentiality.
    5. The restrictions in this Clause 9 do not apply to the extent that any Confidential Information is required to be disclosed by any law or regulation, by any judicial or governmental order or request, or pursuant to disclosure requirements relating to the listing of the stock of either party on any recognised stock exchange.
    6. Upon the termination of the Contract, each party must immediately cease to use the other party’s Confidential Information.
    7. The provisions of this Clause 9 shall continue in force indefinitely following the termination of the Contract.

Warranties

    1. The Provider warrants to the Customer that it has the legal right and authority to enter into the Contract and to perform its obligations under these Terms and Conditions.
    2. The Customer warrants to the Provider that it has the legal right and authority to enter into the Contract and to perform its obligations under these Terms and Conditions.
    3. All of the parties’ warranties and representations in respect of the subject matter of the Contract are expressly set out in these Terms and Conditions. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of the Contract will be implied into the Contract or any related contract.

Limitations and exclusions of liability

    1. Nothing in these Terms and Conditions will:
      1. limit or exclude any liability for death or personal injury resulting from negligence;
      2. limit or exclude any liability for fraud or fraudulent misrepresentation;
      3. limit any liabilities in any way that is not permitted under applicable law; or
      4. exclude any liabilities that may not be excluded under applicable law.
    2. The limitations and exclusions of liability set out in this Clause 11 and elsewhere in these Terms and Conditions:
      1. are subject to Clause 11.1; and
      2. govern all liabilities arising under these Terms and Conditions or relating to the subject matter of these Terms and Conditions, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in these Terms and Conditions.
    3. The Provider will not be liable to the Customer in respect of any losses arising out of a Force Majeure Event.
    4. The Provider will not be liable to the Customer in respect of any loss of profits or anticipated savings.
    5. The Provider will not be liable to the Customer in respect of any loss of revenue or income.
    6. The Provider will not be liable to the Customer in respect of any loss of use or production.
    7. The Provider will not be liable to the Customer in respect of any loss of business, contracts or opportunities.
    8. The Provider will not be liable to the Customer in respect of any special, indirect or consequential loss or damage.

Force Majeure Event

    1. If a Force Majeure Event gives rise to a failure or delay in either party performing any obligation under the Contract (other than any obligation to make a payment), that obligation will be suspended for the duration of the Force Majeure Event.
    2. A party that becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in that party performing any obligation under the Contract, must:
      1. promptly notify the other; and
      2. inform the other of the period for which it is estimated that such failure or delay will continue.
    3. A party whose performance of its obligations under the Contract is affected by a Force Majeure Event must take reasonable steps to mitigate the effects of the Force Majeure Event.

Termination

    1. The Provider may terminate the Contract by giving to the Customer not less than 30 days’ written notice of termination. The Customer may terminate the Contract by giving to the Provider not less than 30 days’ written notice of termination.
    2. Either party may terminate the Contract immediately by giving written notice of termination to the other party if:
      1. the other party commits any material breach of the Contract, and the breach is not remediable;
      2. the other party commits a material breach of the Contract, and the breach is remediable but the other party fails to remedy the breach within the period of 30 days following the giving of a written notice to the other party requiring the breach to be remedied; or
      3. the other party persistently breaches the Contract (irrespective of whether such breaches collectively constitute a material breach).
    3. Either party may terminate the Contract immediately by giving written notice of termination to the other party if:
      1. the other party:
        1. is dissolved;
        2. ceases to conduct all (or substantially all) of its business;
        3. is or becomes unable to pay its debts as they fall due;
        4. is or becomes insolvent or is declared insolvent; or
        5. convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;
      2. an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;
      3. an order is made for the winding up of the other party, or the other party passes a resolution for its winding up (other than for the purpose of a solvent company reorganisation where the resulting entity will assume all the obligations of the other party under the Contract); or
      4. if that other party is an individual:
        1. that other party dies;
        2. as a result of illness or incapacity, that other party becomes incapable of managing his or her own affairs; or
        3. that other party is the subject of a bankruptcy petition or order.
    4. The Provider may terminate the Contract immediately by giving written notice to the Customer if:
      1. any amount due to be paid by the Customer to the Provider under the Contract is unpaid by the due date and remains unpaid upon the date that that written notice of termination is given; and
      2. the Provider has given to the Customer at least 30 days’ written notice, following the failure to pay, of its intention to terminate the Contract in accordance with this Clause 13.4.

Effects of termination

    1. Upon the termination of the Contract, all of the provisions of these Terms and Conditions shall cease to have effect, save that the following provisions of these Terms and Conditions shall survive and continue to have effect (in accordance with their express terms or otherwise indefinitely): Clauses 1, 8.2, 8.4, 9, 11, 14 and 17.
    2. Except to the extent that these Terms and Conditions expressly provides otherwise, the termination of the Contract shall not affect the accrued rights of either party.

Notices

    1. Any notice given under these Terms and Conditions must be in writing, whether or not described as “written notice” in these Terms and Conditions.

Subcontracting

    1. Subject to any express restrictions elsewhere in these Terms and Conditions, the Provider may subcontract any of its obligations under the Contract, providing that the Provider must give to the Customer, promptly following the appointment of a subcontractor, a written notice specifying the subcontracted obligations and identifying the subcontractor in question.
    2. The Provider shall remain responsible to the Customer for the performance of any subcontracted obligations.

General

    1. No breach of any provision of the Contract shall be waived except with the express written consent of the party not in breach.
    2. If any provision of the Contract is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of the Contract will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant provision will be deemed to be deleted).
    3. The Contract may not be varied except by a written document signed by or on behalf of each of the parties.
    4. The Customer hereby agrees that the Provider may assign the Provider’s contractual rights and obligations under the Contract to any successor to all or a substantial part of the business of the Provider from time to time. The Customer must not without the prior written consent of the Provider assign, transfer or otherwise deal with any of the Customer’s contractual rights or obligations under the Contract.
    5. The Contract is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to the Contract are not subject to the consent of any third party.
    6. Subject to Clause 11.1, these Terms and Conditions shall constitute the entire agreement between the parties in relation to the subject matter of these Terms and Conditions, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.
    7. The Contract shall be governed by and construed in accordance with English law.
    8. The courts of England shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with the Contract.

STATEMENT OF WORK

Customer details

  1. The Customer is [company name], a company incorporated in England and Wales (registration number [registration number]) having its registered office at [address].

Specification of Services

Timetable

Financial provisions

Contractual notices

  1. By signing below the parties have indicated their acceptance of this Statement of Work together with the terms and conditions attached to this Statement of Work, providing that if there are no terms and conditions attached to this Statement of Work, the parties agree that this Statement of Work shall be governed by the terms and conditions most recently agreed by the parties in writing.
  2. SIGNED BY Delphis Learning Ltd on ‌, duly authorised for and on behalf of the Provider:
  3. ………………………………….
  4. SIGNED BY [‌] on ……………, duly authorised for and on behalf of the Customer:
  5. ………………………………….