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This agreement is made between AM Training Specialists Ltd (AMTS) of Unit 9 Ignite House, Braintree Enterprise Centre, 46-48 Springwood Drive, Braintree, Essex, CM7 2YN and the client in the whereby AMTS will undertake the provision of services detailed within the schedule within this document for the period of cover upon payment of the fees and charges set out in the schedule and upon the terms and conditions hereafter set out.
The following words and phrases shall have meaning applied to them hereunder:
|AMTS||AM Training Specialists Ltd|
|Consultancy Services||Those services and/or time(s) of attendance of AMTS personnel at the location set out in the schedule.|
|The Customer||The person, firm or company so described in the schedule.|
|Location||The premises or area at which the service described in the schedule is enacted with the prior consent of AMTS.|
|Normal working hours||08.00 hours to 17.00 hours Monday to Friday (inclusive) but excepting all bank and public holidays, Christmas Eve or New Year’s Eve where they do now fall on a Saturday or Sunday. The opening hours for logging service calls or enquiries at the AMTS office are between 0900 and 1730. However, service calls or enquiries may be placed 24/7 via emailing email@example.com|
|Period of cover||The initial and subsequent periods of AMTS services under this agreement as described in the schedule.|
|Response time||The number of hours (set out in the schedule) falling within normal working hours within which AMTS will attend a location to deal with an issue, this is dependent on the classification of the issue.|
|Schedule||The schedule attached and all continuation sheets annexed thereto.|
|Period of Agreement||This agreement shall be for the period of cover commencing within the schedule, and shall continue thereafter for successive periods of twelve months unless and until terminated is given as per section 16 of these Terms and Conditions or by either party giving the other at least three months prior written notice of termination expiring at the end of the ignition period of cover or (if not then determined) at the end of any subsequent period of twelve months thereafter.|
2. Fees and Charge
The customer shall pay to AMTS the fee referred to in the schedule together with value added tax and other relevant duties or taxes upon the supply of goods or services at the rate prescribed by law and shall additionally pay such additional sum(s) as may become due to AMTS under any variation of charged accepted by the customer during the period of this agreement, such fees shall not include the following (which shall be the subject of a separate invoice together with added tax as aforesaid in each case payable thirty days after its date):
- (2.1) Visits made at the specific request of the customer outside normal working hours.
- (2.2) Travel if not agreed within the schedule.
3. Variation of Fees and Charges
(3.1) AMTS shall be entitled to increase and/or decrease the fees and charges under this agreement having regard to its cost changes in labour and/or materials at any time to take effect for the period starting 90 days after written notice of such change, which shall not be effective until the expiry of the initial period of cover.
(3.2) AMTS shall also be entitled to increase and/or decrease the fees and changes under this agreement having regard to additions to and deletions from the service schedule from time to time. AMTS shall upon any addition or deletion prepare and submit to the customer a revised schedule of services incorporating the addition or deletion and the change in charge which the customer shall sign by way or acceptance and return to AMTS within 21 working days of receipt. A failure by the customer to return such amended schedule (save for the reason of its incorrectness which will promptly be notified to AMTS) Shall be a breach of this agreement entitling AMTS to withhold its services hereunder until such schedule of services has been so signed by the customer and delivered to AMTS.
4. Customer Obligations
(4.1) The customer shall immediately notify AMTS of any deficiency encountered within the service provided.
(4.2) The customer shall have the same responsibility for the health, safety and wellbeing of any agent or employee of AMTS upon the customer’s premises and at the location as that of an employee of the customer and the customer will indemnify AMTS from and against all loss and liability of AMTS arising directly or indirectly from any act of incident thereon howsoever occasioned.
Notwithstanding anything else contained herein, this agreement may be terminated by AMTS by notice in writing to the customer if the customer shall become subject to receivership, bankruptcy, administration, liquidation or arrangement with its creditors.
Any obligation or liability of AMTS under this agreement shall be suspended and unenforceable by the customer whilst the customer is in default of the terms of payment hereunder or any other of the customers obligations to AMTS whether arising under this agreement or not and shall so remain until such default is remedied to the reasonable satisfaction of AMTS.
All notices under this agreement shall be in writing and shall be deemed to be duly given if delivered by hand or posted by prepaid first class registered post to the other party at the addressed specified herein. If any such notice is sent by prepaid first class registered post it shall be deemed properly served on the second normal working day following its posting. If delivered by hand it shall be deemed properly served if delivered in normal working hours and acknowledged in writing upon receipt by a director.
AMTS at its discretion may assign this agreement and/or appoint sub-contractors and any sub-contractor so appointed shall act and fulfil the requirements of AMTS as if it were named as AMTS hereunder.
No forbearance indulgence time or relaxation on the part of either party of the terms or conditions of the agreement shall in any way affect the rights or powers of either party under this agreement or be deemed to be waiver by either party of any break by the other of any term of this agreement.
11. Force Majeure
Neither party shall be under any liability for failures or delays attributable to causes beyond its control.
12. Entire Agreement
This agreement, together with the schedule and any other schedule/s hereto and any subsequent duly signed agreed amendments hereto constitute the entire agreement and understanding between the parties. Any and all previous discussions, representations, promises, proposals, understandings and agreements relative hereto are merged into and superseded by this agreement and shall be without effect.
If any term or provision of this agreement or any part thereof shall be held to be illegal or unenforceable the same shall cease to be part of this agreement so that the validity of the remainder of this agreement other than that term or provision or part thereof shall not be affected.
AMTS shall in no circumstances be liable to the customer for any loss, damage or injury, or any consequential or indirect loss arising from the performance of or failure to perform any duty extraneous to this agreement unless such duty has first been agreed to in writing by a Director of AMTS.
15. Governing Law
This agreement shall be governed by English law.
16. Termination of Contract
On termination of the contract for any reason:
The client shall immediately pay to AMTS all of AMTS ‘s outstanding unpaid invoices and interest, in respect of services supplied but for which no invoice has been submitted, AMTS may submit an invoice, which will be payable immediately upon receipt;
The client shall return all of AMTS equipment, pre-existing materials and deliverables. If the client fails to do so, then AMTS may enter the client’s premises and take possession of them. Until they have been returned or repossessed, the client shall be solely responsible for their safe keeping.
The accrued rights and liabilities of the parties as at termination and the continuation of any provision expressly stated to survive or implicitly surviving termination shall not be affected.
A minimum of 3 months notice shall be given, if you forfeit the notice period then payment of 3 months at 1 day per week will be payable, amounting to 12 weeks at £300 plus VAT (£4,320.00) Change to relevant amount
Notice to terminate must be presented in writing (see section 8 of T&C) and acknowledged within the agreed notice period – it is strongly recommended that letters of cancellation are sent recorded delivery.
17. Payment of Invoices
The client shall pay each invoice submitted to it by AMTS, in full and in cleared funds, within 30 days of receipt to a bank account nominated by AMTS. Without prejudice to any other right or remedy that it may have, if the client fails to pay AMTS on the due date, AMTS may:
Charge interest on such sum from the due date for payment at the rate of 5% above Bank of England Base rate per calendar month or part thereof, whether before or after any judgment and the client shall pay the interest immediately on demand; and
Suspend all services until payment has been made in full.
We will exercise our statutory right to claim compensation for debt recovery costs under the Late Payment legislation if we are not paid according to our agreed credit terms
18. Notification of Queries
Any query regarding an AM Training Specialists Ltd. invoice must be taken up in writing within fourteen days of invoice date. Any query not notified in writing within this period will not be entertained.
(19.1) The customer agrees that it shall not without AMTS’s prior written consent directly or indirectly solicit or offer employment or engagement to any key employee who is at the time of such action or was during a period of 12 months immediately preceding such action involved in the provision of any of the services.
(19.2) The customer agrees that if it employs or engages any key employee contrary to the provision of clause 16.1, the customer shall be liable to pay AMTS liquidated damages in amount equal to one year’s salary of that employee (as such salary applies at the date of leaving AMTS’s employment) or £35,000, whichever is the greater and the customer hereby acknowledges that such amount is a reasonable assessment of the costs which would be incurred in the loss of such a person.
20. Motor Mileage Rate / Tolls & Congestion Charges
Mileage will be charged at £0.45 per mile unless otherwise agreed. Any tolls or congestion charges incurred by AMTS whilst carrying out duties for the client will be borne by the client.
21. Confirmation of Course / Orders
All course and orders must be confirmed by the client prior to commencement of any course, or the despatch of an order. In cases where training may be completed prior to receipt of a written confirmation or order, then this completion will be taken as an acceptance of our confirmation by the client, and our normal terms of settlement shall apply, notwithstanding the fact that AMTS. has not received official written confirmation.
22. Training – Additional Costs
Additional expenses incurred dependent on venue location will be confirmed in advance of booking any course. Rates levied by training bodies i.e. IOSH, CITB, CIEH, CPCS etc will be borne by the client and can be confirmed in advance.
23. Professional Indemnity & Public Liability insurance
AMTS. is fully covered by Professional Indemnity & Public Liability Insurance in respect of all their services, and for on-site training at the client’s premises, with a total cover of, £1,000,000.
24. Training – Cancellation Clauses
In the event of any cancellation of any trainees attending a course, the following will apply:
If a course is cancelled at least 10 working days prior to the start of the course an administration fee of 10% will be charged.
Cancellation between 10 days and 3 days prior to the commencement of the course a charge of 50% of the fee will be charged.
If the cancellation is within 3 days of the course date or the candidate does not attend, the fees will be payable in full.
Substitution of trainees is allowed in the event of unforeseen circumstances.
AMTS reserves the right to cancel any course. AMTS Will endeavor to give trainees as much notice as possible of cancellations and either offer alternative dates or a full refund of the course fees, or part thereof as applicable.
25. Trainable Assessments / Competence Testing
If in the opinion of our instructors any trainee is considered to be un-trainable, they will be tactfully requested to return to their Company, and a nominal fee of 25% of the original course fee will be charged. In the event of a trainee failing a basic practical skills test at the course conclusion, a short period of remedial training would be given at a cost and the trainee retested.
AMTS agree that we will not disclose to anyone or use for our own or another’s benefit, any confidential information about the clients’ business that is acquired during our engagement or on termination of our contract. All records and papers of the client of any description will be delivered to them immediately on the termination of our engagement.
AMTS will decide the manner in which our services are performed but will comply with all reasonable requests from the client.
If any provision in these conditions is held by any competent court of law to be invalid or unenforceable in whole or part, the validity of the other provisions of these conditions and the remainder of the provisions in questions shall not be adversely affected hereby.
AMTS shall not be liable to The Client, nor be deemed to be in breach of any of these conditions by reason of any delay in performing, or failure to perform, any obligation of these conditions due to any of the following causes which are beyond its control:
- Act of God, explosion, flood, tempest, fire or accident.
- War or threat of war, sabotage, insurrection, civil disturbance or requisition, or act of terrorism.
- Acts, restrictions, bye-laws, regulations, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority.
- Strikes lock outs, or other trade disputes.
- Power failure or breakdown in machinery.