1.Interpretation
1.1 Definitions:Business Day: a day other than a Saturday, Sunday or public holiday in Bermuda when banks in Hamilton are open for business.
Charges: the charges payable by the Customer for the supply of the Services by the Supplier, as set out in the Contract Details
Conditions: these terms and conditions set out in clause 1 to clause 9 (inclusive).
Contract: the contract between the Customer and the Supplier for the supply of the Services in accordance with the Contract Details, these Conditions and any Schedules.
Training Materials: all documents, products and materials developed by the Supplier or its agents, subcontractors and personnel as part of or in relation to the Services in any form, including without limitation training manuals, presentations, computer programs, data, reports and specifications (including drafts).
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 rights, topography 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.
Services: the services, including without limitation any Training Materials, to be provided by the Supplier pursuant to this Contract, as described in Schedule 1.
Services Start Date: the day on which the Supplier is to start provision of the Services or in relation to a single day training the day upon which the training is provided, as set out in the Contract Details.
Supplier IPRs: all Intellectual Property Rights either subsisting in the Training Materials or otherwise necessary or desirable to enable a Customer to receive and use the Services.
1.2 Interpretation:(a) A reference to a statute or statutory provision is a reference to it 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.
(b) 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.
(c) A reference to writing or written includes e-mail.
2.Commencement and Term
This Contract shall commence on the date when it has been signed by both parties and shall continue until completion of the delivery of the Services by the Supplier, unless terminated earlier in accordance with its terms.
3. Supply of Services
3.1 The Supplier shall supply the Services to the Customer from or on the Services Start Date (as applicable) in accordance with this Contract.
3.2 In supplying the Services, the Supplier shall:
(a) perform the Services with reasonable care and skill in accordance with the service description set out in Schedule 1;
(b) comply with all laws and regulations applicable to its performance of the Services, provided that the Supplier shall not be liable under this Contract if, as a result of such compliance, it is in breach of any of its obligations under this Contract;
(c) observe all reasonable health and safety rules and regulations and security requirements that apply at any of the Customer's premises and have been communicated to the Supplier, provided that the Supplier shall not be liable under this Contract if, as a result of such observation, it is in breach of any of its obligations under this Contract.
4. Customer's obligations
4.1 The Customer shall:
(a) co-operate with the Supplier, its employees agents, subcontractors, consultants and employees in all matters relating to the Services;
(b) provide, for the Supplier, its employees agents, subcontractors, consultants and employees, in a timely manner and at no charge, access to the Customer's premises, office accommodation, data and other facilities as [reasonably] required by the Supplier [or any of them];
(c) provide, in a timely manner, such information as the Supplier may [reasonably] require, and ensure that it is accurate in all material respects;
(d) sign the Supplier’s liability waiver prior to the commencement of the provision of the Services; and
(e) [ANY OTHER OBLIGATIONS].
4.2 If the Supplier's performance of its obligations under this Contract is prevented or delayed by any act or omission of the Customer, its agents, subcontractors, consultants or employees, the Supplier shall:
(a) not be liable for any costs, charges or losses sustained or incurred by the Customer that arise directly or indirectly from such prevention or delay;
(b) be entitled to payment of the Charges despite any such prevention or delay; and
(c) be entitled to recover any additional costs, charges or losses the Supplier sustains or incurs that arise directly or indirectly from such prevention or delay.
5. Intellectual property
5.1 The Supplier and its licensors shall retain ownership of all Supplier IPRs.
5.2 The Supplier grants the Customer access to the Training Materials solely for the purpose of the training carried out pursuant to the provision of the Services.
6. Charges and payment
6.1 In consideration for the provision of the Services, the Customer shall pay the Supplier the Charges in accordance with this clause 6.
6.2 In relation to the all single training sessions the Customer shall pay the full fee at the time of booking.
6.3 In relation to the all courses the Customer shall pay 50% of the total fee for the course [at the time of the booking/prior to the start of the course] and the balance [prior to the final training session of the course].
6.4 All payments shall be made by online transfer to a bank account nominated in writing by the Supplier or by direct credit or debit card payment to the Supplier.
6.5 If the Customer fails to make any payment due to the Supplier under this Contract by the due date for payment, then, without limiting the Supplier's remedies under clause 10:
(a) the Customer shall pay interest on the overdue amount at the rate of 4% per annum above [FULL NAME OF BANK]'s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.
(b) the Supplier may suspend all Services until payment has been made in full.
6.6 All amounts due under this Contract shall be paid by the Customer to the Supplier in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholdings as required by law).
7. Cancellation
7.1 A minimum of 24 hours’ prior notice will be required to be given by the Client for cancellation of a single day training and a minimum of 7 days’ notice will be required to be given by the Client for cancellation of a course. Any cancellation made with less than the required notice prior to the agreed upon service date will result in [full payment by the Client/payment of a cancellation charge of [50%] of the fee in relation to a single day training and [50%] of the fee in relation to a course.
8. Weather
8.1 Should inclement weather occur on the day of the Services in relation of outdoor trainings the Supplier reserves the right to cease or suspend its Services and shall use reasonable endeavours to agree an alternative date for the provision of the Services with the Customer.
9. Liability
9.1 The Customer shall have personal liability for and shall indemnify the Supplier for any loss, liability, costs (including reasonable legal costs), damages or expenses arising from any breach by the Customer of the terms of this Contract including any negligent or reckless act, omission or default.
10. Termination
10.1 Without affecting any other right or remedy available to it, either party to this Contract may terminate it with immediate effect by giving written notice to the other party if:
(a) the other party commits a material breach of any term of this Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of ten Business Days after being notified in writing to do so;
(b) the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business [or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
(c) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business.
10.2 Without affecting any other right or remedy available to it, the Supplier may terminate the Contract it with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under this Contract on the due date for payment and remains in default not less than ten Business Days after being notified in writing to make such payment.
10.3 On termination of this Contract for whatever reason the Customer shall immediately pay to the Supplier all of the Supplier's fees;
10.4 Termination of the Contract shall not affect any of the parties' rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of this Contract which existed at or before the date of termination; and
10.5 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.
11. General
11.1 Force majeure. Neither party shall be in breach of this Contract nor liable for delay in performing, or failure to perform, any of its obligations under this Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.
11.2 Assignment and other dealings.
(a) The Customer shall not assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights and obligations under this Contract without the Supplier’s prior written consent.
(b) The Supplier may at any time assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights under this Contract.
11.3 Entire agreement. This Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
11.4 Variation. No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
11.5 Severance. If any provision or part-provision of this Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted and shall not affect the validity and enforceability of the rest of this Contract.
11.6 Notices
(a) Any notice or other communication given to a party under or in connection with this Contract shall be in writing, addressed to that party at its registered office or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, or sent by pre-paid post or other next working day delivery service, commercial courier or e-mail.
(b) A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 9.8(a); if sent by pre-paid post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by e-mail, one Business Day after transmission.
(c) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
11.7 Third party rights. No one other than a party to this Contract shall have any right to enforce any of its terms.
11.8 Governing law. The terms and conditions of this Contract and the rights of the parties hereunder shall be governed by and construed in all respects in accordance with the laws of Bermuda. The parties to this Contract hereby irrevocably agree that the courts of Bermuda shall have exclusive jurisdiction in respect of any dispute, suit, action, arbitration or proceedings ("Proceedings") which may arise out of or in connection with this Contract and waive any objection to Proceedings in the courts of Bermuda on the grounds of venue or on the basis that the Proceedings have been brought in an inconvenient forum.