Mancroft International - Terms of Business

 

1. Interpretation

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

Booking Confirmation: the document sent to you to secure your order for the Services once the proposal is accepted.

Capacity: as consultant, director, employee, owner, partner, shareholder or in any other capacity.

Client Default: has the meaning set out in clause 3.2.

Confidential Information: confidential information in whatever form relating to your or our business, customers, products, affairs and finances for the time being confidential to You or Us.

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

Deliverables: all documents, products and materials developed by us or our subcontractors, consultants and employees in relation to the Services in any form, including computer programs, data, reports and specifications (including drafts).

Fees: the fees payable by You for the supply of the Services in accordance with clause 5.

Individual: the Facilitator assigned to deliver the training on behalf of Mancroft International Ltd or such other person as specified in the Booking Confirmation.

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.

Participants: the persons attending the Training Services as appointed by You.

Services: the services in the form of Training Sessions, including the Deliverables, supplied by us to you as set out in the Booking Confirmation.

Substitute: a substitute for the Individual appointed under the terms of clause 4.2.

Terms: these terms and conditions as amended from time to time in accordance with clause 17.3.

Training Session: any training session, conference, seminar or workshop which forms part of the Services provided by us in accordance with the Contract.

We/us: Mancroft International Ltd whose registered office is at Manor Farm Barns, Fox Road, NR14 7PZ, is a company registered in England and Wales under company number 06661708. Our VAT registration number is 426 1411 86.

Writing or written: includes email.

You: the person, firm, or company who purchases Services from us.

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 Contract

2.1 These Terms and the Booking Confirmation constitute the entire agreement between you and us. You acknowledge that you have not relied on any statement, promise or representation made or given by or on behalf of us that is not set out in these Terms or the Booking Confirmation.

2.2 If any of these Terms are inconsistent with any term of the Booking Confirmation, the Booking Confirmation shall prevail.

2.3 The Contract shall become binding on you and us upon the earlier of (a) you signing and returning to us the Booking Confirmation; or (b) you instructing us to commence work in relation to the Booking Confirmation (whether in writing, (including by email) or orally), whichever is the earlier.

2.4 Any quotation for the Services is given on the basis that a binding contract shall only come into existence in accordance with Clause 2.3.

3. Your Obligations

3.1 You will:

(a) ensure that the terms of the Booking Confirmation and any information you provide to us are complete and accurate;

(b) provide to us all the information and materials we reasonably request to allow us to provide the Services;

(c) co-operate with us in all matters relating to the Services;

(d) provide, for us, our subcontractors, consultants and employees, in a timely manner and at no charge, access to your office premises or allocated training venue, accommodation, data and other facilities as we reasonably require in order to provide you with the Services;

(e) be responsible (at your own cost) for preparing and maintaining the relevant premises for the supply of the Services, including identifying, monitoring, removing and disposing of any hazardous materials from your premises in accordance with all applicable laws, before and during the supply of the Services at those premises, and inform us of all of your obligations and actions under this clause 3.1; and

(f) comply with any additional obligations as set out in the Booking Confirmation.

3.2 If our performance of any of our obligations under the Contract is prevented or delayed by any act or omission by you or failure by you to perform any relevant obligation (Client Default):

(a) without limiting or affecting any other right or remedy available to us, we shall have the right to suspend performance of the Services until you remedy the Client Default, and to rely on the Client Default to relieve us from the performance of any of our obligations in each case to the extent the Client Default prevents or delays or performance of any of our obligations;

(b) we shall not be liable for any costs or losses sustained or incurred by you arising directly or indirectly from our failure or delay to perform any of our obligations as set out in this clause 3.2; and

(c) you shall reimburse us on written demand for any costs or losses sustained or incurred by us arising directly or indirectly from the Client Default.

4. Our Duties

4.1 We shall procure that the Individual shall:

(a) provide the Services with all due care, skill and ability;

(b) unless prevented by ill health or accident, devote such time to the carrying out of the Services as may be necessary for their proper performance;

(c) use reasonable endeavours to meet any performance dates specified in the Booking Confirmation, but any such dates shall be estimates only and time for performance by us shall not be of the essence of this Contract; and

(d) use reasonable endeavours to observe all health and safety rules and regulations and any other reasonable security requirements that apply at the allocated premises and that have been communicated to us under clause 3.1, provided that we shall not be liable under these Terms if, as a result of such observation, we are in breach of any of our obligations under these Terms.

4.2 We may, subject to the following proviso, appoint a suitably qualified and skilled Substitute to perform the Services in place of the Individual, provided that the Substitute shall be required to enter into direct undertakings with you, including with regard to confidentiality. If you accept the Substitute, we shall continue to invoice you in accordance with clause 5 at no additional cost to you.

4.3 We may use a third party to perform any administrative, clerical, secretarial or other functions which are reasonably incidental to the provision of the Services provided that you will not be liable to bear the cost of such functions.

4.4 We reserve the right to amend the Contract if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services and we shall notify you in any such event.

5. Fees and Booking

5.1 The Fees are as set out in the Booking Confirmation.

5.2 If applicable, in addition to the Fees you will be charged for any additional Participants attending the Training Session and any expenses.

5.3 For Services where the Booking Confirmation refers to the Fees and any additional Participants, we will invoice you for these in advance.

5.4 Where the Booking Confirmation refers to the payment of a deposit, stage payments or retainers we will invoice you for the deposit in advance and for each stage payment or retainer at the time or at the stage of the project specified in the Booking Confirmation.

5.5 All Fees are stated exclusive of VAT which shall be added to the Fees at the applicable rate (where necessary) and on receipt of a valid VAT invoice you will pay to us such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.

5.6 You must pay each of our invoices in full, and in cleared funds by the payment method specified on the invoice, within 30 days of the date of the invoice and time for payment shall be of the essence of the Contract.

5.7 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 from the due date for payment at the annual rate of 4% above the base lending rate from time to time of Barclays Bank Plc, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment and you shall pay the interest immediately on demand; and

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

5.8 All Fees are stated exclusive of expenses incurred by us. Subject to your prior written consent, you will reimburse us for all hotel, subsistence, travelling, additional materials, postage, other administrative costs and any other ancillary expenses reasonably incurred by us or the Individual or Substitute in providing the Services. Such expenses may be invoiced by us at cost at such times as we think appropriate.

5.9 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

6. Cancellation

6.1 You may cancel any Training Session within the Services by notice in writing to us.

6.2 On cancellation of a Training Session you must pay us the following fees:

(a) if notice of cancellation is received less than 30 days before the start of the relevant Training Session, a cancellation fee of 100% of the fee for the Training Session;

(b) if notice of cancellation is received 31 to 60 days before the start of the relevant Training Session, a cancellation fee of 50% of the fee for the Training Session;

(c) if notice of cancellation is received 61 to 120 days before the start of the relevant Training Session, a cancellation fee of 25% of the fee for the Training Session; and

(d) if notice of cancellation is received more than 121 days before the start of the relevant Training Session no cancellation fee is payable.

7. Other activities

Nothing in these Terms shall prevent us or the Individual or Substitute from being engaged, concerned or having any financial interest in any Capacity in any other business, trade, profession or occupation provided that such activity does not cause a breach of any of our obligations under these Terms.

8. Confidential information and our materials

8.1 We acknowledge that in the course of providing the Services we will have access to Confidential Information. We shall not and we shall procure that the Individual or Substitute shall not (except in the proper course of our duties) use or disclose to any third party any Confidential Information.

8.2 You will keep in strict confidence all Confidential Information which we or our employees, consultants or subcontractors have disclosed to you and any other confidential information concerning our business or our products and services which you may obtain.

8.3 The restrictions in clauses 8.1 and 8.2 do not apply to:

(a) any use or disclosure required by law or authorised by the party to whom the information relates; or

(b) any information which is already in, or comes into, the public domain otherwise than through unauthorised disclosure by the party to whom the information does not relate.

8.4 The parties shall comply with all relevant data protection legislation.

8.5 All materials, equipment and tools, drawings, specifications and data which we supply to you shall, at all times, be and remain our exclusive property, but shall be held by you in safe custody at your own risk and maintained and kept in good condition by you until returned to us, and shall not be disposed of or used other than in accordance with our written instructions or authorisation.

9. Data protection

9.1 You consent to our holding and processing data relating to you for legal, personnel, administrative, management and marketing purposes.

9.2 You consent to our making such information available to those who provide products or services to us such as advisers, regulatory authorities, governmental or quasi-governmental organisations and potential purchasers of us or any part of our business.

9.3 You consent to the transfer of such information to our business contacts (such as server hosts) outside the European Economic Area.

10. Intellectual property

10.1 We are the owner or the licensee of all Intellectual Property Rights and all other rights in the Services and the Deliverables and nothing in these Terms or otherwise shall operate to transfer the ownership of the Intellectual Property Rights in the Services or the Deliverables. We grant you a limited, non-exclusive, non-transferable, non-sub licensable revocable licence to use all or any of the Deliverables for the purposes for which the Services were provided only.

10.2 You grant to us a non-exclusive perpetual, worldwide, royalty-free licence to use all or any of your Intellectual Property Rights in any materials or content you submit to us for the purposes for which the Services are provided.

10.3 You acknowledge that, where we do not own any of the materials or content which we submit to you, your use of rights in such materials or content is conditional on our obtaining a written licence (or sub-licence) from the relevant licensor or licensors on such terms as will entitle us to license such rights to you.

11. Termination

11.1 You may terminate this Contract if we commit 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.

11.2 Notwithstanding the provisions of clause 2 we may terminate this Contract with immediate effect with no liability to provide any further services to you if at any time:

(a) you fail to make a payment when due and payable under this Contract; or

(b) you commit any gross misconduct affecting our business; or

(c) you commit any serious or repeated breach or non-observance of any of the provisions of this Contract; or

(d) you are convicted of any criminal offence (other than an offence under any road traffic legislation in the United Kingdom or elsewhere for which a fine or non-custodial penalty is imposed); or

(e) you commit 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; or

(f) an order is made or a resolution is passed for your winding up, or circumstances arise which entitle a court of competent jurisdiction to make an order winding you up; or

(g) an order is made for the appointment of an administrator to manage your affairs, business and property, or documents are filed with a court of competent jurisdiction for the appointment of an administrator for you, or notice of intention to appoint an administrator is given by you or your directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986); or

(h) a receiver is appointed of any of your assets or undertaking, or if circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager for you, or if any other person takes possession of or sells your assets; or

(i) you make any arrangement or composition with your creditors, or make an application to a court of competent jurisdiction for the protection of your creditors in any way, or become bankrupt; or

(j) you cease, or threaten to cease, to trade; or

(k) you take or suffer any similar or analogous action in any jurisdiction in consequence of debt; or

(l) being an individual, you are subject to a bankruptcy order or are made bankrupt.

11.3 Our rights under this clause 11 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.

11.4 We shall not be obliged to retain documents and information relating to you after the termination of this Contract.

12. Obligations on termination

12.1 On termination of this Contract you shall:

(a) immediately pay to us any unpaid Fees or other sums payable under this Contract; and

(b) return any Deliverables which have not been fully paid for and any materials or equipment belonging to us. If you fail to do so, then we may enter your premises and take possession of them. Until they have been returned, you shall be solely responsible for their safekeeping and will not use them for any purpose not connected with the Contract.

12.2 Termination of the Contract shall not affect any rights, remedies, obligations or liabilities of the partiers that have accrued up to the date of termination including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or our right to recover any sums you owe to us under the Contract.

12.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.

13. Status

Our relationship to you will be that of independent contractor and nothing in this Contract shall render us or the Individual or Substitute your employee, worker, agent or partner and we shall not hold ourselves out as such.

14. Limitation of Liability: YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE

14.1 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 you resulting from the Contract (including all consequential loss or damage howsoever caused and whether or not this was in your or our reasonable contemplation and including any loss or damage suffered by you as a result of advice or opinions given by the Individual or by any of our employees, consultants or subcontractors).

14.2 If we are prevented from or delayed in performing our obligations by your act or omission (or the act or omission of your agents, subcontractors, consultants or employees) or by any circumstance outside of our control, we shall not be liable for any costs, charges or losses sustained or incurred by you that arise directly or indirectly from such prevention or delay.

14.3 In the event that we are found liable to you for any loss or damage, this liability shall be limited to the amount of any Fees you paid to us in accordance with these Terms in the 12 months preceding the judgment. In the event that a court of competent jurisdiction does not allow such limitation on liability and awards damages against us in excess of such amount, you agree to release us from all damages and liability in excess of such amount.

14.4 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from this Contract.

14.5 Unless you notify us that you intend to make a claim within the notice period, we shall have no liability for such claim. The notice period for a claim shall start on the day on which you became, or ought reasonably to have become, aware of you having grounds to make a claim and shall expire 3 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.

14.6 Nothing in this clause 14 shall limit your payment obligations under the Contract.

14.7 This clause 14 shall survive termination of the Contract.

15. Notices

All notices sent by you to us must be sent to Mancroft International Ltd at Manor Farm Barns, Fox Road, NR14 7PZ, or by email to [email protected]. We may give notice to you at either the e-mail or postal address you provide to us in the Booking Confirmation or as subsequently notified by you. 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.

16. Assignment and subcontracting

16.1 We may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of our rights under this Contract.

16.2 You shall not, without our prior written consent, assign, transfer, charge, subcontract or deal in any other manner with all or any of your rights or obligations under this Contract.

17. General

17.1 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.

17.2 No failure or delay by us to exercise any right or remedy provided under these Terms or by law shall constitute a waiver of that (or any other) right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that (or any other) right or remedy.

17.3 Except as set out in these Terms, no variation, of the Contract, shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

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

17.5 These 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 you and we both agree to the exclusive jurisdiction of the English courts.

Last Updated: 1st March 2022