Standard Terms for Delivery of Professional Training Services 2025
1. Understanding these Terms and Conditions
A number of words are used in these Terms and Conditions which have special meanings. Where this is the case the relevant words as defined begin with a capital letter. The meanings of these specially defined words and other guides to understanding these Terms and Conditions can be found in the Glossary at the end of these Terms and Conditions.
2. Services
2.1 The Client pursuant to the Agreement engages the Service Provider to provide the Services to the Client and the Service Provider agrees to provide the Services for the Term upon the terms and subject to the conditions of the Agreement.
2.2 All proposals made, quotations given, instructions accepted and contracts entered into by the Service Provider with any person for the supply of the Services are subject to these Terms and Conditions to the exclusion of any other terms and conditions subject to which the Agreement is accepted or purported to be accepted by the Client.
2.3 Unless otherwise agreed by the parties in writing, the Client shall at its own expense supply the Service Provider with all necessary Documents or other materials, and all necessary data or other information relating to the Services, within sufficient time to enable the Service Provider to provide the Services in accordance with the Agreement.
2.4 The Services shall insofar as is reasonably practicable be provided in accordance with the specification (if any) set out in the Services Document but subject to these Terms and Conditions and (unless otherwise agreed) shall be performed at such times as the Service Provider shall in its sole discretion decide.
2.5 The Client shall afford to the Service Provider all reasonable co-operation in all matters relating to the performance of the Service Provider's obligations under the Agreement. In particular but without limitation to the foregoing, the Client shall:
promptly and fully respond to all communications of the Service Provider relating to the provision of the Services and to liaise with the Service Provider on matters relevant to the provision of the Services;
provide proper and clear instructions to the Service Provider in respect of its requirements in relation to the Services or in connection with the Agreement;
pay Charges promptly when due and if not paid on the due date shall pay such applicable default interest at the specified rate from time to time in force;
throughout the Term of the Agreement, shall:
afford the Service Provider such access to the Client's information relevant to the Services as the Service Provider may require in connection with or to provide the Services;
assume responsibility for complying with all laws and regulations in connection with the Services.
2.6 The Service Provider does not warrant, guarantee or undertake on behalf of any third party supplier or service provider that access to any facilities or any products or services will be uninterrupted or of any particular level of availability or quality.
3. Fees
3.1 Subject to any special terms agreed in writing by the parties, the Client shall pay the Fees and any expenses together with such additional sums which are agreed between the Service Provider and the Client for the provision of the Services and any Additional Services.
3.2 The Client shall be liable for costs incurred as a result of the Client's instructions or any other cause attributable to the Client.
3.3 All Fees and sums quoted payable to the Client under the Agreement are exclusive of any VAT, for which the Client shall be additionally liable at the prevailing rate from time to time if applicable.
3.4 The Fees and any additional sums payable shall be paid in full by the Client into such account as the Service Provider shall reasonably instruct (together with any applicable VAT and without any set-off or other deduction whether for withholding tax or otherwise) immediately upon receipt of the Service Provider's invoice.
3.5 If payment is not made on the due date, the Service Provider shall be entitled, without limiting any other rights it may have, to charge interest on the outstanding amount at the rate of 8% above the base rate from time to time of Lloyds Bank plc from the due date until the outstanding amount is paid in full.
3.6 The Client shall reimburse the Service Provider for all pre-approved out of pocket expenses reasonably and properly incurred by it in connection with the Services for the Client.
3.7 The Service Provider will not be obliged to provide Services unless the Client has first accepted a quotation given to it by the Service Provider, at least 30 days before the Services are due to be delivered.
3.8 Subject to any special terms agreed in writing by the parties, if the Client cancels or re-arranges the agreed date of delivery of the Services, the terms for the payment of Fees are as follows:
Nil payment where cancellation or re-arrangement is made by the Client not less than fifteen (15) days before the agreed date of delivery of the Services;
50% of the Fees shall become immediately payable where cancellation or re-arrangement is made by the Client between ten (10) and fourteen (14) days before the agreed date of delivery of the Services;
75% of the Fees shall become immediately payable where cancellation or re-arrangement is made by the Client between four (4) and nine (9) days before the agreed date of delivery of the Services;
100% of the Fees shall become immediately payable where cancellation or re-arrangement is made by the Client up to three (3) days before the agreed date of delivery of the Services.
4. Materials
4.1 The property, copyright and any other intellectual property rights in any of the Service Provider Material shall belong to the Service Provider.
4.2 The Service Provider grants to the Client a royalty-free, non-exclusive and non-transferable licence during the Term of the Agreement to copy the Service Provider Material for the purpose of receiving and using the Services.
4.3 The Client shall not sub-licence, assign or otherwise transfer the rights granted in clause 4.2.
4.4 The property, copyright and any other intellectual property rights in any Client Material shall belong to the Client.
4.5 The Customer grants the Supplier a royalty-free, non-exclusive and non-transferable licence during the Term of this Agreement to copy and modify any Client Material provided by the Client to the Service Provider during the Term of the Agreement for the purpose of receiving and using the Services.
4.6 The Client warrants that any Client Material and its use by the Service Provider for the purpose of providing the Services will not infringe the copyright or other rights of any third party, and the Client shall indemnify the Service Provider against any loss, damages, costs, expenses or other claims arising from any such infringement.
5. Confidential Information
5.1 The parties agree on the following terms not at any time during the Term to divulge or allow to be divulged to any person any confidential information relating to the business or affairs of the other party to this Agreement.
5.2 All information (including, without limitation, the terms of the Agreement, business and financial information, customer and vendor lists and pricing and sales information) disclosed by either of the parties (the "Disclosing Party") to the other party (the "Receiving Party") pursuant to the Agreement shall be confidential. The Receiving Party shall maintain the confidentiality of all such information and shall not, without the prior written consent of the Disclosing Party (i) utilise the same, directly or indirectly, for its own business purposes or for any other purpose or (ii) disclose the same to any third party. This clause does not apply to any information in the public domain or which is required to be disclosed in respect of the provision of the Services by the Service Provider, or pursuant to an order issued by a court of competent jurisdiction or applicable law or regulation or information which is disclosed by the Receiving Party to its professional advisors on a confidential basis.
5.3 The Client specifically undertakes at all times to keep confidential any of the Service Provider confidential information (including this document, the lists or specific customer details and information relating to the Service Provider's business or affairs) confidential and specifically not to disclose (whether or not for profit) such list or information to any competitor of the Service Provider or any other person, firm or company engaged in similar activity during the Term and at any time following the date of expiry or termination of the Agreement.
6. Warranties and Liability
6.1 The Service Provider warrants to the Client that the Services will be provided using reasonable care and skill. Notwithstanding any provision to the contrary, any dates, periods or times specified by the Service Provider in the Agreement are estimates only and time shall not be of the essence for the performance by the Service Provider of its obligations under the Agreement.
6.2 Except in respect of death or personal injury caused by the Service Provider's negligence, or as expressly provided in these Terms and Conditions, the Service Provider shall not be liable to the Client by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Agreement, for any loss of anticipated savings, business revenues, or profits (whether categorised as direct or indirect) or any indirect, special or consequential loss (including losses arising from business interruption, wasted management time, loss of goodwill, data and all other such loss whether or not arising in the normal course of business), damages, costs, expenses or other claims (whether caused by the negligence of the Service Provider, its servants or agents or otherwise) which arise out of or in connection with the provision of the Services or their use by the Client.
6.3 The entire liability of the Service Provider to the Client under or in connection with the Agreement shall not in any event exceed the amount of the Fees paid by the Client for the provision of the Services for the minimum period set out in the Agreement (or the first year of the Agreement, if no minimum period).
6.4 The Client agrees to indemnify and keep the Service Provider fully indemnified from and against any loss, claim or liability whatsoever incurred or suffered by the Service Provider as a result of negligence or any default by the Client (or its employees, agents or representatives) of its obligations however arising in connection with the Services, together with expense, claim, loss or damage which the Service Provider or any of its employees, agents, sub-contractors and other clients) may suffer due to the negligence or breach of the Client (or its employees, agents or subcontractors).
6.5 The Client agrees and acknowledges that the allocation of risk in this clause 6 is fair and reasonable in the circumstance having been taken into account in setting the level of the Fees.
7. Force Majeure
7.1 The Service Provider shall not be liable to the Client or be deemed to be in breach of the Agreement by reason of any delay in performing or any failure to perform any of the Service Provider's obligations under the Agreement if the delay or failure was due to any circumstances or cause beyond the Service Provider's reasonable control.
7.2 Without prejudice to the generality of the foregoing, circumstances beyond the Service Provider's reasonable control shall include act of God, server crashes, virus attacks on equipment, fire or accident, war or threat of war, sabotage, insurrection, civil disturbance or requisition, acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority, damage, bad weather, software, power or equipment failure, strikes, lockouts or other industrial actions or trade disputes (whether involving employees of the Service Provider or of a third party).
8. Termination
8.1 The Agreement may be terminated:
forthwith by either party if the other commits any material breach of any term of these Terms and Conditions and which (in the case of a breach capable of being remedied) shall not have been remedied within twenty one (21) days of a written request to remedy the same;
forthwith by the Service Provider if the Client fails to make payment of any sums due hereunder on the due date;
forthwith by either party if the other shall become unable to pay its debt or otherwise suffer insolvency events;
forthwith by the Service Provider upon notice to the Client in the event that the Client or its employees or agents shall engage in any conduct prejudicial to the business of the Service Provider or in the event that the Service Provider considers that a conflict or potential conflict of interest has arisen between the parties.
8.2 Any termination of the Agreement pursuant to this clause shall be without prejudice to any other rights or remedies a party may be entitled to under the Agreement or at law and shall not affect any accrued rights or liabilities of either party nor the coming into or continuance in force of any provision which is expressly or by implication intended to come into or continue in force on or after such termination.
9. Acknowledgements
9.1 The Client agrees and irrevocably declares and acknowledges as follows:
the Service Provider shall be entitled at its discretion to immediately terminate this Agreement and the provision of Services (or take all or any actions as are authorised under the Terms and Conditions) in the event that the Client becomes a prohibited person (under relevant law including without limitation, by reason of capacity, solvency, qualification, undischarged bankruptcy, criminal or civil prosecution, residency or international embargo or restriction) or engage in any unlawful business (under relevant law), including without limitation any illegal activity, the Service Provider prohibited activities or activities not previously notified to or approved in writing by the Service Provider.
under no circumstances shall the Service Provider and the Service Provider's officers be required to take any action which they consider unlawful or improper or which in their opinion may cause any of them to incur any personal liability and such refusal shall be without liability or breach of contract.
10. Notices
10.1 Any notice or other communications to be given under the Agreement shall be in writing and may be delivered by hand, sent by first class post or by email to the relevant address(es) stated in the Agreement (or to such other address as the addressee may from time to time have notified for that purpose).
10.2 Communications shall be deemed to have been received, if delivered by hand at the time of delivery, if posted two (2) working days after posting, and if sent by email, at the date and time of sending.
11. General
11.1 These Terms and Conditions (together with the terms (if any) set out in the Agreement and Services Document) constitute the entire agreement between the parties, supersede any previous agreement or understanding and may not be varied except in writing between the parties. All other warranties terms and conditions, express or implied by statute or otherwise, are excluded to the fullest extent permitted by law.
11.2 In the event of any conflict between the provisions of these Terms and Conditions and the Services Document, these Terms and Conditions shall prevail. In the event of any conflict between the Agreement provisions and these Terms and Conditions, the parties shall adopt the meaning which best gives commercial efficacy to the Agreement having regard to the Service Provider's original intention.
11.3The Service Provider may employ sub-contractors for carrying out any part of the Services and shall be entitled at all times in its absolute discretion to decide the number of and which of its employees, agents or sub-contractors shall provide the Services on behalf of the Service Provider.
11.4 No failure or delay by either party in exercising any of its rights under the Agreement shall be deemed to be a waiver of that right, and no waiver by either party of any breach of the Agreement by the other shall be considered as a waiver of any subsequent breach of the same or any other provision.
11.5 The parties acknowledge and agree that the Agreement shall not establish or constitute any relationship of partnership, joint venture, franchise or agency between the parties except as otherwise expressly provided or agreed and neither party shall have the power to bind the other without the other's prior written consent.
11.6 The Client shall not assign, transfer, mortgage, charge or otherwise encumber or deal with in any other manner (including declaring a trust) all or any of its rights or obligations under this Agreement without the written consent of the Service Provider. References to the Client include its personal representatives, permitted origins and successors in title. Each party warrants its power to enter into the Agreement and has obtained all necessary approvals to do so.
11.7 Except as expressly provided (including in respect of indemnity), the parties do not intend any term of this Agreement to create any rights or benefits to any other party other than the parties to the Agreement or to be enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999 but this does not affect any right or remedy of any third party which exists or is available apart from the Act.
11.8 If any provision of the Agreement or these Terms and Conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of the Agreement or these Terms and Conditions and the remainder of the provision in question shall not be affected.
11.9 Reference to any statute or statutory provisions shall be deemed to include any statutory modifications or re-enactments thereof or any rules or regulations made thereunder or any enactment repealing and replacing the Act referred to.
11.10.Unless the context otherwise requires, words importing the singular shall include the plural and vice versa; words importing the masculine gender shall include the feminine gender and vice versa; and references to persons shall include bodies of persons whether corporate or incorporate.
11.11.Headings are inserted for convenience only and shall not affect the construction or interpretation of these Terms and Conditions.
11.12.The law of England and Wales shall apply to the Agreement and these Terms and Conditions, and the parties submit to the jurisdiction of the English and Welsh courts.
11.13.The Client for the exclusive benefit of the Service Provider submits to the exclusive jurisdiction of the High Court of Justice in England and waives all rights to object to forum.
11.14.Nothing in this Agreement shall limit the right of the Service Provider to take proceedings in any other court of competent jurisdiction or in more than one jurisdiction, whether concurrently or not.
11.15.The Client by this provision irrevocably appoints an authorises the person, firm or entity (if any) in the United Kingdom set out in the Agreement to accept service on its behalf of all legal process and service on the entity shall be deemed good service on the Client.
Glossary and interpretation
The following words and phrases shall have the following meanings unless the context requires otherwise:
"Additional Services" means any other services other than the Services agreed to be provided by the Service Provider to the Client on agreed terms and set out as such in the Services Document.
"Fees" means the Service Provider's charges from time to time for the provision of the Services unless otherwise expressly agreed with the Client and specified in the Agreement.
"Service Provider Material" means any Documents or other materials, and any data or other information provided by the Service Provider in connection with or relating to the Services including any targeted press or mailing list.
"Agreement" the contract for the provision of the Services to which these conditions are appended and incorporated.
”Documents" includes, in addition to a document in writing, any map, plan, graph, drawing or photograph, any film, negative, tape or other device embodying visual images and any disc, tape or other device (electronic or otherwise) embodying other data.
"Client Material" means any Documents or other materials, and any data or other information provided by the Client relating to the Services.
“Services" means the professional training and administration services to be provided by the Service Provider for the Client and specifically set out in the Services Document (and the Services shall include the Additional Services where the context admits).
"Services Document" the document setting out the agreed Services.
"Term" means the period form the start date to the end date being the minimum period for the provision of the Services as set out in the Agreement and continuing thereafter in full force and effect unless terminated in accordance with the provisions of these Conditions.