Standard Service Terms And Conditions
John P Legge Computer Services Limited (the “Service Provider”) provides the delivery of IT training (MS Office applications) to small and medium business clients. The Service Provider has reasonable skill, knowledge and experience in that field. These Terms and Conditions shall apply to the provision of services by the Service Provider to its clients.
- Definitions and Interpretation
1.1 In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:
|“Agreement”||means the agreement entered into by the Service Provider and the Client incorporating these Terms and Conditions (or variation thereof agreed upon by both Parties) which shall govern provision of the Services;|
|“Business Day”||means, any day (other than Saturday or Sunday) on which ordinary banks are open for their full range of normal business in Redditch|
|“Client”||means the party procuring the Services from the Service Provider who shall be identified in the Agreement;|
|“Commencement Date”||means the date on which provision of the Services will commence, as defined in the Agreement;|
|“Confidential Information”||means, in relation to either Party, information which is disclosed to that Party by the other Party pursuant to or in connection with the Agreement (whether orally or in writing or any other medium, and whether or not the information is expressly stated to be confidential or marked as such);|
|“Fees”||means any and all sums due under the Agreement from the Client to the Service Provider, as specified in the Agreement;|
|“Services”||means the services to be provided by the Service Provider to the Client in accordance with Clause 2 of the Agreement, as fully defined in the Agreement; and|
|“Term”||means the term of the Agreement as defined therein.|
- Provision of the Services
2.1 With effect from the Commencement Date, the Service Provider shall, throughout the Term of the Agreement, provide the Services to the Client.
2.2 The Service Provider shall act in accordance with all reasonable instructions given to it by the Client provided such instructions are compatible with the specification of Services provided in the Agreement.
2.3 The Service Provider may, in relation to certain specified matters related to the Services, act on the Client’s behalf.
2.4 The Service Provider shall use all reasonable endeavours to accommodate any reasonable changes in the Services that may be requested by the Client, subject to the Client’s acceptance of any related reasonable changes to the Fees that may be due as a result of such changes.
- Client’s Obligations
3.1 The Client shall use all reasonable endeavours to provide all pertinent information to the Service Provider that is necessary for the Service Provider’s provision of the Services.
3.2 If any consents, licences or other permissions are needed from any third parties, it shall be the Client’s responsibility to obtain the same in advance of the provision of the Services (or the relevant part thereof).
3.3 Any delay in the provision of the Services resulting from the Client’s failure or delay in complying with any of the provisions of Clause 3 of the Agreement shall not be the responsibility or fault of the Service Provider.
- Fees, Payment and Records
4.1 The Service Provider shall invoice the Client for Fees and the Client shall pay the Fees both in accordance with the provisions of the Agreement.
4.2 All payments required to be made pursuant to the Agreement by either Party shall be made within 14 Business Days of receipt by that Party of the relevant invoice containing payment details or within 14 days of the date of services delivered whichever is the later unless terms have been previously agreed with us in writing.
4.3 Any sums which remain unpaid following the expiry of the period set out in sub-Clause 4.1 of the Agreement shall incur interest on a daily basis at 5% above the base rate of the Bank of England from time to time until payment is made in full of any such outstanding sums.
- Liability, Indemnity and Insurance
5.1 The Service Provider shall ensure that it has in place at all times suitable and valid insurance that shall include public liability insurance.
5.2 The Service Provider’s total liability for any loss or damage caused as a result of its negligence or breach of the Agreement shall be limited to the sum defined therein.
5.3 The Service Provider shall not be liable for any loss or damage suffered by the Client that results from the Client’s failure to follow any instructions given by the Service Provider.
5.4 The Client shall indemnify the Service Provider against any costs, liability, damages, loss, claims or proceedings arising from loss or damage to any equipment (including that belonging to any third parties appointed by the Service Provider) caused by the Client or its agents or employees.
- Force Majeure
6.1 No Party to the Agreement shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party. Such causes include, but are not limited to: power failure, internet service provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the Party in question.
- Term and Termination
7.1 The Agreement shall come into force on the agreed Commencement Date and shall continue for a defined Term from that date.
7.2 Either Party may terminate the Agreement by giving to the other not less than 14 days’ notice before the first day of training is due to commence. Written notice, to expire on or at any time after the minimum term of the Agreement (which shall be defined in the Agreement). A cancellation charge of 50% shall be demanded is cancellation of services is made by the client within the 14 day window of the course commencing
7.3 Either Party may immediately terminate the Agreement by giving written notice to the other Party if:
7.4 any sum owing to that Party by the other Party under any of the provisions of the Agreement is not paid within 14 Business Days of the due date for payment;
7.5 the Client commits any other breach of any of the provisions of the Agreement.
- Effects of Termination
Upon the termination of the Agreement for any reason:
8.1 any sum owing by either Party to the other under any of the provisions of the Agreement shall become immediately due and payable;
8.2 all Clauses which, either expressly or by their nature, relate to the period after the expiry or termination of the Agreement shall remain in full force and effect.
- No Waiver
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 a breach of any provision of the Agreement shall be deemed to be a waiver of any subsequent breach of the same or any other provision.
- Relationship of the Parties
Nothing in the Agreement shall constitute or be deemed to constitute a partnership, joint venture, agency or other fiduciary relationship between the Parties other than the contractual relationship expressly provided for in the Agreement.
- Third Party Rights
11.1 No part of the Agreement shall confer rights on any third parties and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to the Agreement.
11.2 The Agreement shall continue and be binding on the transferee, successors and assigns of either Party as required.
- DATA PROTECTION
12.1 Both parties will comply with all applicable requirements of the Data Protection Legislation.
12.2 The parties acknowledge that for the purposes of the Data Protection Legislation, the Client is the data controller and the Service Provider is the data processor (where Data Controller and Data Processor have the meanings as defined in the Data Protection Legislation). Schedule 1 to this Agreement sets out the scope, nature and purpose of processing by the Provider, the duration of the processing and the types of personal data (as defined in the Data Protection Legislation, Personal Data) and categories of Data Subject.
12.3 Without prejudice to the generality of clause 12.1, the Client will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to the Service Provider for the duration and purposes of this agreement.
12.4 The Provider shall, in relation to any Personal Data processed in connection with the performance by the Provider of its obligations under this agreement:
12.4.1 process that Personal Data only on the written instructions of the Customer unless the Provider is required by the laws of any member of the European Union or by the laws of the European Union applicable to the Provider to process Personal Data (Applicable Laws). Where the Provider is relying on laws of a member of the European Union or European Union law as the basis for processing Personal Data, the Provider shall promptly notify the Customer of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit the Provider from so notifying the Customer;
12.4.2 ensure that it has in place appropriate technical and organisational measures, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected;
12.4.3 ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and
12.4.4 not transfer any Personal Data outside of the European Economic Area unless the prior written consent of the Customer has been obtained and the following conditions are fulfilled;
a) the Customer or the Provider has provided appropriate safeguards in relation to the transfer;
b) the data subject has enforceable rights and effective legal remedies;
c) the Provider complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and
d) the Provider complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the Personal Data;
12.4.5 assist the Customer, at the Customer’s cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators; notify the Customer without undue delay on becoming aware of a Personal Data breach;
e) at the written direction of the Customer, delete or return Personal Data and copies thereof to the Customer on termination of the agreement unless required by Applicable Law to store the Personal Data; and
f) maintain complete and accurate records and information to demonstrate its compliance with Data Protection legislation.
g) The Customer consents to the Provider appointing any necessary third-party processors of Personal Data under this agreement for business reasons such as IT support, Company consultants, payroll, audits, accountancy and legal.
13.1 All notices under the Agreement shall be in writing and be deemed duly given if signed by, or on behalf of, a duly authorised officer of the Party giving the notice.
13.2 Notices shall be deemed to have been duly given:
13.2.1 when delivered, if delivered by courier or other messenger (including registered mail) during normal business hours of the recipient; or
13.2.2 when sent, if transmitted by facsimile or e-mail and a successful transmission report or return receipt is generated; or
13.2.3 on the fifth business day following mailing, if mailed by national ordinary mail, postage prepaid; or
13.2.4 on the tenth business day following mailing, if mailed by airmail, postage prepaid.
In each case notices shall be addressed to the most recent address, e-mail address, or facsimile number notified to the other Party.
- Entire Agreement
14.1 The Agreement contains the entire agreement between the Parties with respect to its subject matter and may not be modified except by an instrument in writing signed by the duly authorised representatives of the Parties.
14.2 Each Party shall acknowledge that, in entering into the Agreement, it does not rely on any representation, warranty or other provision except as expressly provided in the Agreement, and all conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
In the event that one or more of the provisions of the Agreement and/or of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that / those provision(s) shall be deemed severed from the remainder of the Agreement and/or these Terms and Conditions. The remainder of the Agreement and/or these Terms and Conditions shall be valid and enforceable.
- Law and Jurisdiction
16.1 The Agreement and these Terms and Conditions (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales.
PROCESSING, PERSONAL DATA AND DATA SUBJECTS
PROCESSING BY THE PROVIDER
We store business contact details of persons in such companies who have shown an interest in our services, have attended our training courses or have communicated with us in some way to organise or discuss our business relationship
We hold such details in order for us to progress the business relationship and update our customers and prospects on company news regarding our courses. This will involve direct email and occasional marketing via third party software e.g. MailChimp.
- PURPOSE OF PROCESSING
To ensure that our customer records are fully up to date and in order that the nature above may be fulfilled.
- DURATION OF THE PROCESSING
The duration of details being kept shall be reviewed and updated yearly.
- TYPES OF PERSONAL DATA
We do not hold personal identifiable information on our systems.
We do hold the following:
- Company name
- Contact name
- Email address
- Company phone number
- Company postal address
- CATEGORIES OF DATA SUBJECT
We only store generic details as defined in section 5 above.