Terms & Conditions
Training Services Terms & Conditions
These terms, read in conjunction with our General Terms and Conditions of Business, outline how we, Safety Collaborations Limited (from now on referred to as 'SCL'), will provide you with our Training Services.
Please read them carefully before booking a Workshop as they explain how we will provide the Workshops, how you and we may change or end the Contract, what to do if there is a problem and other important information. If you think there is a mistake in these terms, please get in touch with us to discuss.
YOUR ATTENTION IS DRAWN TO CLAUSE 16 (LIMITATION OF LIABILITY).
We are Safety Collaborations Limited and can be contacted by email at bo******@******************ns.com.
If we need to contact you about your booking, we will use the contact details you provided.
- These Terms and Conditions apply to the booking you made and the provision of the Workshop we provide to you (Contract). They read in conjunction with our General Terms & Conditions of Business and exclude any other terms you seek to impose or incorporate.
- The Contract is the entire agreement between you and us regarding its subject matter. You acknowledge that you have not relied on any statement, promise, or representation not set out in the Contract.
- You should print or save a copy of these Terms for future reference.
- Bookings will only be accepted using the methods set out on our website. Each booking is your offer to attend and participate in the Workshop subject to these terms.
- Please check the details carefully before confirming. You are responsible for ensuring your booking details are complete and accurate.
- Your booking will be accepted when we email you to confirm it and obtain participant details (Booking Confirmation). At this point, a contract will exist between you and us regarding that booking.
- The Contract will relate only to the Workshop(s) confirmed in the Booking Confirmation.
- Participants will receive the details required to access the Workshop on the date specified in the Booking Confirmation.
- Copying or distributing access codes for workshops is not allowed.
- We will inform you as soon as possible if we cannot fulfil your booking (this might include unexpected resource limits, low enrolment levels, staff unavailability, or technical difficulties).
- If we cannot accept your booking, we will inform you and provide a full refund of any payment(s) already made for that booking.
- If you wish to change your booking, including the Participant's name, please get in touch with us as soon as possible at bo******@******************ns.com.
- We will let you know if the change is possible, inform you of any changes to the price, timing, or other necessary adjustments, and ask you to confirm whether you wish to proceed.
The following notice periods apply:
- Participants may request to reschedule their attendance to a future Workshop up to 72 (seventy-two) hours before the Workshop start date without penalty.
- Participants rescheduling requests made between 24 (twenty-four) and 72 (seventy-two) hours before the Workshop start date may incur a 50% fee of the Workshop cost.
- Rescheduling requests made less than 24 (twenty-four) hours before the Workshop start date will not be accepted.
- Participants may be substituted with others at no additional cost by giving 48 (forty-eight) hours' notice or more before the Workshop start date.
No Show
- Participants who do not attend the Workshop without prior notice will forfeit their payment made and not be eligible for a refund or rescheduling.
- Our prices are exclusive of 20% VAT (UK).
- If you wish to change your booking and we agree, we may revise our price accordingly.
- Our prices are subject to change at our discretion but will not affect any bookings already placed.
- We take reasonable care to ensure the prices stated are correct, but errors may occur.
- If the correct price is lower than stated, we will charge the lower amount. If the correct price is higher, we will contact you to confirm if you wish to proceed at the correct price or cancel the booking.
- If you believe we have provided an incorrect price, please get in touch with us promptly.
- For Scheduled Open Workshops, you will be taken to the checkout page directly to make payment online.
- An invoice for Pick'n'Mix Workshops and Bespoke Programmes will be sent upon booking confirmation, including payment options.
- Payment for workshops is required in advance. We accept all major credit and debit cards.
- We will send you a receipt within 24 (twenty-four) hours of payment. A £20 administration fee will apply for failed or cancelled payments.
- We work with Stripe to provide the best security for your online payment. We do not keep your credit/debit card details. All transactions are processed through Stripe's secure online platform.
- You may cancel your booking, and your rights will depend on whether there is a problem with our services, how we are performing, and when you decide to cancel (as set out within these Terms and Conditions).
- To cancel a booking, email us at bo******@******************ns.com. Provide your name, booking reference, date of booking, and contact details. We will confirm receipt of your cancellation by email.
- If you are entitled to a refund, we may refund you using the method you used for payment or by bank transfer.
We will confirm this with you. Refunds are usually processed within 10 (ten) days of receiving and accepting your cancellation notice.
If you cancel after receiving your Booking Confirmation, the following refunds apply:
- 72 (seventy-two) hours in advance of the Workshop start date, you will receive a full refund.
- Made between 24 (twenty-four) and 72 (seventy-two) hours before the Workshop start date will receive a 50% refund.
- Made within 24 (twenty-four) hours or less of the Workshop start day will not receive a refund.
If you cancel for a reason set out below, you will receive a full refund* :
- We have told you about an upcoming change to our services or terms that you disagree with.
- We have told you about an error in the price.
- There is a risk the Workshop may be delayed or cancelled due to events outside our control.
- You have a legal right to end the Contract due to something we have done wrong.
* If you cancel for any of these reasons, we require at least 72 (seventy-two) hours notice from the date we informed you of the change/error/delay/wrongdoing for any refund.
* If you cancel within 72 (seventy-two) hours and do not request a reschedule, you will not be entitled to any refund.
- If we cancel the booking due to low enrolment or resource availability, we will refund your payment (as set out in Item 7) but will not be responsible for any other costs you incur.
- Cancellation will not affect your or our rights and remedies that have accrued under these terms.
- Any descriptions or illustrations on our site are approximate and do not form part of the Contract.
- Subject to our right to amend your booking, we will fulfil your booking to our specified standards.
- We reserve the right to make necessary changes to the booking and/or Workshop and will notify you in advance.
We will:
- Use reasonable endeavours to deliver the Workshop on the specified date, but dates are estimates only.
- Provide the Workshop with reasonable skill and care.
- Ensure the Workshop and all materials are of satisfactory quality and fit for purpose.
- Comply with all applicable laws, statutes, regulations, and codes.
- We require certain information from you to fulfil your booking. If you do not provide this information, we may cancel the booking or charge a reasonable sum for any extra work required.
- If you provided incorrect information, we are not responsible for inaccuracies in your booking and will not give refunds.
It is your responsibility to ensure that:
- Your booking details are complete and accurate.
- You cooperate with us in all matters relating to the Workshop.
- You are available online at the notified start time.
- You notify us as soon as possible if you cannot attend, cancel, or rearrange your booking.
- You provide us with any required information and materials.
- You comply with any additional obligations we specify.
If our ability to provide the Workshop is prevented or delayed by your failure to fulfil any obligation or provide the required information (Your Default):
- We will not be responsible for any costs or losses you incur from our delay.
- We will be entitled to payment despite the delay.
- You must reimburse us for any costs or losses we incur from Your Default.
- Participants are expected to display good conduct and avoid inappropriate behaviour and misconduct.
- Unfortunately, in rare cases, SCL may have to ask that a Participant not take up their place or leave a Workshop during its delivery due to unprofessional behaviour. SCL reserves the right to do this and take any other appropriate action to protect other Participants, its staff, facilitators, associates and representatives.
- This action may include informing the Participant's organisation of the circumstances and actions taken. If such action is necessary, any amounts paid will not be refundable.
- Below are examples of behaviours expected of participants and expected standards of behaviour.
Participants are expected to:
- Show respect and care for other participants, SCL, its staff, facilitators, associates and representatives.
- Commit to the learning of the Workshop.
- Join the Workshop in a suitable environment free from interruptions, noise, and distractions.
- Ensure the use of IT equipment and internet connection suitable to allow ease of access to the Workshop.
- Attend the Workshop on time and properly prepared.
- Provide balanced and constructive feedback on your experience with the Workshop.
- Inform SCL as soon as possible if the Participant needs additional support with their learning due to a disability or learning difficulty.
- Play an active part in promoting respect and challenging any form of discrimination or abuse.
- Confidential information shared with you by other Participants in class or on an individual basis should be kept confidential, and you should observe any ground rules regarding confidentiality and anonymity.
- Follow the reasonable instructions of SCL, its staff, facilitators, associates and representatives.
- All participants are expected to refrain from inappropriate behaviour of any sort, including, for example:
- Behaviour or language which is hostile or shows prejudice towards individuals based on their disability, gender, race, religion, gender identity or sexual orientation.
- Incorrect use of Workshop materials.
- Any behaviour inconsistent with the standards of good behaviour listed above.
If you have a problem or are dissatisfied with our service, please get in touch with us first to try to resolve the issue.
- Safety Collaborations Limited, or our facilitators/associates/representatives, own all intellectual property rights in or arising from the Workshop.
- We grant you a licence to use our intellectual property to receive the Workshop and related materials in your business, but you cannot sub-license, assign, or transfer these rights.
- By providing your email address and phone number, you permit us to use these for booking confirmation and notifications.
- We will not share your details with third parties except as stated in this Contract.
We will use your personal information to:
- Provide access to the Workshop.
- Process your payment.
- Inform you about similar workshops and services (you can opt out anytime).
- We will process your personal information in accordance with our Privacy Policy.
Your Attention is Particularly Drawn to This Clause
- Our workshops are facilitated virtually via our Learning Hub and Video Conference. You accept that it is your responsibility to ensure that you have suitable internet access and devices to access the Workshop. We are not liable for any technical issues that may arise as a result of your failure to ensure that your devices are compatible for access to the Workshop.
- All information provided during our workshops and supporting materials are prepared solely for information and training purposes. SCL, its staff, facilitators, associates and representatives are not liable for any loss arising from any reliance on any content provided during a Workshop.
- Nothing in the agreement limits any liability which cannot legally be limited, including liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation and breach of the terms implied by section 11B of the Supply of Goods and Services Act 1982 (Scotland).
- Subject to the above 'liabilities which cannot legally be limited', our total liability to you arising under or in connection with the Contract, whether in Contract, tort (including negligence), breach of statutory duty, or otherwise, will be limited to the total charges paid under the Contract.
- Unless you notify us that you intend to make a claim regarding an event within the notice period, we shall have no liability for that event. The notice must be in writing, and the event and the grounds for the claim must be identified in reasonable detail.
- Nothing in these Terms limits or affects the exclusions and limitations set out in our General Terms and Conditions of Business.
- SCL, its staff, facilitators, associates and representatives will not be liable to you, whether in agreement, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
- Loss of profits;
- Loss of sales or business;
- Loss of agreements or contracts;
- loss of anticipated savings;
- Loss of use or corruption of software, data or information;
- Loss of or damage to goodwill; and
- Any indirect or consequential loss.
This Item 16 will survive termination of the Contract.
- We each undertake that we will not at any time disclose to any person any confidential information concerning one another's business, affairs, customers, clients or suppliers, except as permitted by Item 15.
- Each of us may only use the other's confidential information to fulfil our respective obligations under the Contract.
We each may disclose the other's confidential information:
- To such of our respective employees, facilitators, officers, representatives, associates, subcontractors or advisers who need to know such information to exercise our respective rights or carry out our respective obligations under the Contract. We will each ensure that such employees, facilitators, officers, representatives, associates, subcontractors or advisers comply with this clause 17; and
- As may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
- We will use all reasonable endeavours to ensure that we provide the Workshop on the date and at the time specified. Start times are estimates only, and failure to join at the given start time will not give you any right to cancel your booking save as set out in Item 7.
- We will not be liable or responsible for any failure to perform or delay in performing any of our obligations under the Contract that is caused by any act or event beyond our reasonable control (Event Outside Our Control), including, but not limited to, acts of God, flood, fire, accident, strikes, power failure or breakdown of computer systems, or interruption or failure of utility services.
- If circumstances arise that make us unlikely to be able to fulfil your booking or that it may be subject to delays, we will notify you as soon as reasonably possible.
- If there is a risk of substantial delay, you may contact us to cancel the booking and receive a refund for any booking you have paid for but has yet to be fulfilled (refer to clause 7).
- If we are unable to arrange a new date for the provision of the Workshop, you may cancel the booking and receive a refund for any workshop paid for but which has not been delivered due to the occurrence of an event under clause 18. To cancel, please get in touch with us as set out in clause 7 above.
If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract or our ability to provide the Workshop in accordance with your Booking Confirmation:
- We will contact you as soon as reasonably possible to notify you and provided we do this, we will not be liable for delays caused by the event; and
- Our obligations under the Contract will be suspended, and we will contact you to offer either:
(a) To transfer your booking to a new date for the provision of the Workshop after the Event Outside Our Control is over,
(b) To transfer your booking to an alternative workshop of your choosing, or
(c) To provide you with a full refund.
- When we refer to "in writing" in these Terms, this means email.
- Any notice or other communication under or in connection with the Contract must be in writing to bo******@******************ns.com.
- When sent by email, a notice or other communication is deemed to have been received at 9.00 am the next working day after transmission.
- In proving the service of any notice, it will be sufficient to prove that such email was sent to the specified email address of the addressee.
- The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.
- These Terms and the Contract are made only in English.
- Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.
- We may assign or transfer our rights and obligations as set out in these terms. You may not assign or transfer your rights or obligations under these terms to anyone else.
- Any variation of these terms and the Contract between us regarding the booking will only be effective if it is confirmed in writing between us (or our authorised representatives).
- Each clause of these terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining clauses will remain in full force and effect.
- The Contract is between you and us. No other person has any rights to enforce any of its terms.
- If we do not immediately insist that you do anything you are required to do under these terms or if we delay taking steps against you in respect of your breaking this Contract, that does not mean that you do not have to do those things, and it does not prevent us from taking steps against you at a later date. For example, if you miss a payment and we do not chase you but continue to fulfil the booking, we can still require you to make the payment at a later date.
- The laws of Scotland govern these terms, and we each irrevocably agree to submit all disputes arising out of or in connection with them to the exclusive jurisdiction of the Courts of Scotland.
General Terms & Conditions of Business (Consulting Services)
THE CLIENT’S ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF CLAUSE 8 (LIMITATION OF LIABILITY) AND CLAUSE 9 (INDEMNITY).
The following definitions and rules of interpretation apply to these Conditions.
1.1 Definitions:
Business Day: a day (other than a Saturday, Sunday, or public holiday) when the banks in Scotland are open for business.
Charges: the charges payable by the Client for the supply of the Services in accordance with clause 5.
Client: the firm who purchases Services from the Supplier.
Client Default: has the meaning set out in clause 4.2.
Conditions: these terms and conditions as amended from time to time in accordance with clause 15.
Contract: the contract between the Supplier and the Client for the supply of Services in accordance with these Conditions.
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Order: the Client’s order for Services, as set out in the Client’s purchase order form, the Client’s written acceptance of the Supplier’s quotation, or overleaf, as the case may be.
Services: the services supplied by the Supplier to the Client as set out in the Specification.
Specification: the description or specification of the Services provided by the Supplier to the Client.
Supplier: Safety Collaborations Limited (registered in Scotland with company number SC683534).
Supplier Materials: has the meaning set out in clause 4.1(g).
1.2 Interpretation:
- A reference to a statute or statutory provision refers to such statute or provision 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.
- 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.
- A reference to writing or written includes emails.
2.1 The Order constitutes an offer by the Client to purchase Services in accordance with these Conditions.
2.2 The Order shall only be deemed to be accepted when the Supplier issues written acceptance of the Order at which point and on which date the Contract shall come into existence.
2.3 Any samples, drawings, descriptive matter or advertising issued by the Supplier, and any descriptions or illustrations contained in the Supplier's catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.
2.4 These Conditions apply to the Contract to the exclusion of any other terms that the Client seeks to impose or incorporate or which are implied by law, trade custom, practice, or course of dealing.
2.5 Any quotation given by the Supplier shall not constitute an offer. A quotation is only valid for a period of 10 Business Days from its date of issue.
3.1 The Supplier shall supply the Services to the Client in accordance with the Specification in all material respects.
3.2 The Supplier reserves the right to amend the Specification 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 the Supplier shall notify the Client in any such event.
3.3 The Supplier warrants to the Client that the Services will be provided using reasonable care and skill.
4.1 The Client shall:
- ensure that the terms of the Order (and any information it provides in the Specification) are complete and accurate;
- co-operate with the Supplier in all matters relating to the Services;
- provide the Supplier, its employees, agents, consultants and subcontractors with access to the Client’s premises, office accommodation and other facilities required to supply the Services;
- provide the Supplier with such information and materials as the Supplier may reasonably require to supply the Services, and ensure that such information is complete and accurate in all material respects;
- obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;
- comply with all applicable laws, including health and safety laws; and
- keep all materials, equipment, documents and other property of the Supplier (Supplier Materials) at the Client’s premises in safe custody at its own risk, maintain the Supplier Materials in good condition until returned to the Supplier, and not dispose of or use the Supplier Materials other than in accordance with the Supplier’s written instructions.
4.2 If the Supplier's performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation (Client Default):
a) without limiting or affecting any other right or remedy available to it, the Supplier shall have the right to suspend performance of the Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations in each case to the extent the Client Default prevents or delays the Supplier’s performance of any of its obligations;
b) the Supplier shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from the Supplier's failure or delay to perform any of its obligations as set out in this clause 4.2; and
c) the Client shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Client Default.
5.1 The Charges for the Services shall be the price set out in the Order.
5.2 The Supplier shall invoice the Client in advance. If payment is not received prior to the date the Services are due to begin to be provided, the Supplier reserves the right to withhold the Services.
5.3 The Client shall pay each invoice submitted by the Supplier:
- within 30 days of the date of the invoice or as agreed; and
- in full and cleared funds to a bank account nominated in writing by the Supplier; and
time for payment shall be of the essence of the Contract.
5.4 All amounts payable by the Client under the Contract are exclusive of amounts in respect of value-added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by the Supplier to the Client, the Client shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier 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.
5.5 If the Client fails to make a payment due to the Supplier under the Contract by the due date, then, without limiting the Supplier's remedies under clause 10, the Client shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgement. Interest under this clause 5.5 and other fees may be charged in accordance with the provision of the Late Payment of Commercial Debts (Interest) Act 1998.
5.6 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).
6.1 If the Client requires the Services to be rescheduled between 8 and 14 days prior to the date the Services are due to begin to be provided, a rescheduling fee in the sum of 50% of the Charges will be payable.
6.2 If the Client requires the Services to be rescheduled within 7 days of the date the Services are due to begin to be provided, a rescheduling fee in the sum of 100% of the Charges will be payable.
6.3 If the Supplier requires the Services to be rescheduled, at least 24 hours’ notice will be given, and the Services shall be rescheduled for a new, mutually acceptable time.
7.1 All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by the Client) shall be owned by the Supplier.
7.2 The Client grants the Supplier a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by the Client to the Supplier for the term of the Contract for the purpose of providing the Services to the Client.
7.3 Where the Supplier designs and develops client-specific training modules using the Client's Intellectual Property, the Client shall retain ownership of all Intellectual Property Rights in the materials they provide.
7.4 Any Intellectual Property Rights in the bespoke training modules created by the Supplier that incorporate the Client's Intellectual Property shall be jointly owned by the Client and the Supplier. The Supplier may not use these bespoke training modules for any other clients or for its own commercial purposes without the Client's prior written consent.
THE CUSTOMER'S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE 8.
8.1 The Supplier holds all relevant insurances; copies of the certificates can be provided upon request.
8.2 Restrictions on liability in this Clause 8 include every kind of liability arising under or in connection with the Contract, including liability in contract, delict, under statute or otherwise (including liability arising from negligence).
8.3 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
a) death or personal injury caused by its negligence or the negligence of its employees, agents or subcontractors (as applicable);
b) fraud or fraudulent misrepresentation;
c) breach of the terms implied by section 11B of the Supply of Goods and Services Act 1982 (Scotland).
8.4 The Supplier shall have no liability to the Client for any:
a) loss of profits;
b) loss of sales or business;
c) loss of agreements or contracts;
d) loss of anticipated savings;
e) loss of use or corruption of software, data or information;
f) loss of or damage to goodwill; and
g) indirect or consequential loss.
8.5 Subject to clause 8.3 (Liabilities which cannot legally be limited), the Supplier's total liability to the Client in connection with this agreement shall not exceed the amount of the Charges for any one Contract.
8.6 The Supplier has given commitments as to compliance of the Services with relevant specifications in clause 3. In view of these commitments, the terms implied by sections 11C, 11D and 11E of the Supply of Goods and Services Act 1982 (Scotland) are, to the fullest extent permitted by law, excluded from the Contract.
8.7 This clause 8 shall survive termination of the Contract.
THE CUSTOMER'S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE 9.
The Client shall indemnify the Supplier against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the Supplier arising out of or in connection with the Client’s breach or negligent performance or non-performance of the Contract.
10.1 Without affecting any other right or remedy available to it, either party may terminate the Contract by giving the other party not less than 30 days’ written notice.
10.2 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
a) the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within seven days of that party 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), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, 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; or
d) the other party's financial position deteriorates to such an extent that, in the terminating party's opinion, the other party's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
10.3 Without affecting any other right or remedy available to it, the Supplier may terminate the Contract with immediate effect by giving written notice to the Client if the Client fails to pay any amount due under the Contract on the due date for payment.
10.4 Without affecting any other right or remedy available to it, the Supplier may suspend the supply of Services under the Contract or any other contract between the Client and the Supplier if:
a) the Client fails to pay any amount due under the Contract on the due date for payment;
b) the Client becomes subject to any of the events listed in clause 10.2(c) or clause 10.2(d), or the Supplier reasonably believes that the Client is about to become subject to any of them; and
c) the Supplier reasonably believes that the Client is about to become subject to any of the events listed in clause 10.2(b).
11.1 On termination of the Contract:
a) the Client shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Client immediately on receipt; and
b) the Client shall return all of the Supplier Materials which have not been fully paid for. If the Client fails to do so, then the Supplier may enter the Client's premises and take possession of them. Until they have been returned, the Client shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract.
11.2 Termination of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties 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.
11.3 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.
12.1 The Supplier may at any time assign, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.
12.2 The Client shall not assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of the Supplier.
13.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by this clause 13.
13.2 Each party may disclose the other party’s confidential information:
(a) to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party's obligations under the Contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 13; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
13.3 Neither party shall use the other party's confidential information for any purpose other than to perform its obligations under the Contract.
14.1 The 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.
14.2 Each party acknowledges that in entering into the Contract it does not rely on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in the Contract.
Except as set out in these Conditions, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
If any provision or part-provision of the 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. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
18.1 Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, or email.
18.2 A notice or other communication shall be deemed to have been received: if delivered personally, at the time the notice is left at the proper address; if sent by pre-paid first class 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 email, one Business Day after transmission (unless the sender receives a delivery failure notification indicating that the email has not been delivered).
18.3 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contract (Third Party Rights) (Scotland) Act 2017 for any third party to enforce or otherwise invoke any term of the Contract.
In all instances, the Supplier will reserve the right to remove any of its personnel if it is deemed unsafe or if they are subjected to any form of behaviour or conduct, physical or verbal, which creates an intimidating, hostile, degrading or humiliating environment for them. In this instance, the Client will be liable for any costs incurred, and no monies received will be refunded.
The Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of Scotland.
Each party irrevocably agrees that the courts of Scotland shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.