St John Ambulance standard terms and conditions for supply of
training services
During the continuance of the Agreement
into which this document is incorporated (the 'Agreement'),
St John Ambulance (‘SJA’), Registered charity no. 1077265/1,
A company registered in England no. 3866129, Registered
office: St John's Gate, Clerkenwell, London EC1M 4DA, shall
supply and the Purchaser shall purchase subject to these SJA
Training Supply Terms. Definitions in the Agreement (which
Agreement includes any schedule and/or any appendix thereto) shall
also apply in these SJA Training Supply Terms. In the event of any
conflict between these SJA Training Supply Terms and the terms of
the Agreement, the terms of the Agreement shall take
precedence.
1. SJA Supplies, Specifications
and related Prices
The Services, the
Specifications, and the related Prices are set out in the Agreement
and/or its Schedules (the 'Schedules') or Appendices (the
'Appendices').
2. Orders
2.1. No terms or conditions endorsed on a
Purchaser's order, specification, or similar document will form
part of the contract between the parties. By placing an order, the
Purchaser acknowledges the applicability of the SJA Training Supply
Terms.
2.2. SJA and the Purchaser shall agree times
and places for the performance of Services which shall generally be
set out in the relevant Schedule and/or Appendix. Otherwise, SJA
shall use its reasonable endeavours to perform them within a
reasonable time in the circumstances.
2.3. Failure to notify of any delay shall not
on its own entitle the Purchaser to terminate the contract or
withhold payment against SJA's invoice. Unless otherwise agreed in
writing with SJA, the Purchaser shall not be entitled to cancel any
order for Services once the first performance of the Services has
been performed by SJA.
2.4. Purchasers may be asked to make payment
in advance for Services against SJA’s pro-forma invoice or provide
a suitable credit reference or such other proof of creditworthiness
as SJA may require at its sole discretion before supply.
3. Eligibility for and Outcome
of Training Courses
3.1. It is the Purchaser's (employer's)
responsibility to ensure that students are free from any condition
which would affect their capability to undertake their chosen
course, and that they have the aptitude to cope with an intensive
course of study. SJA welcomes students with disabilities but it
remains their employer's responsibility to ensure that they are
appropriately supported in their workplace. SJA should be provided
in advance (and for setting up purposes) notification of any
assistance that a student is likely to need during the running of a
course. If SJA decides that a student has not achieved the learning
outcomes of the course and/or the assessment standard (ie. they are
referred), then they will subsequently be offered a free
reassessment. Any further training or coaching over and above that
provided on the course may be charged for.
3.2. To be eligible to attend an HSE two-day
Requalification course, students must present a valid First aid at
work certificate.
3.3. The Purchaser (the employer)
acknowledges that if a Student arrives late for a course or is
absent from any session, SJA reserves the right to refuse to
accept the Student for training, if it decides in its sole
discretion that the student will gain insufficient knowledge or
skill in the time remaining. In all such cases, the full course fee
remains payable. To conform with Health & Safety Executive
(HSE) requirements for statutory certificates, attendance at all
sessions is mandatory.
4. Terms of Payment
Unless subject to separate
agreed arrangements, the Purchaser shall pay SJA within 30 days of
the date of SJA's invoice. If the Purchaser fails to make payment
on the due date, SJA shall be entitled to charge the Purchaser
interest at the annual rate of 3% above the base rate of Barclays
Bank plc. Unless otherwise agreed with SJA or required by law, the
Purchaser shall not be entitled to make any set off in respect of
amounts due to SJA. All course fees are subject to the current rate
of VAT (valid exemptions only).
5. Confidentiality
Each party acknowledges and agrees that any and
all information concerning the other's business or the terms of the
Agreement including these SJA Supply Terms is confidential
(hereinafter referred to as 'Confidential Information') and each
party agrees that it shall not permit the duplication, use or
disclosure of any such Confidential Information to any person
(other than its own employee, agent or sub-contractor where the
same requires such information for the performance of the
Agreement) unless such duplication, use or disclosure is
specifically authorised in writing by the other party, or is
required by the operation of Law. Confidential Information does not
include information, which at the time of disclosure is generally
known by the public (other than by the unauthorised act of the
disclosing party). The parties shall take all reasonable steps to
ensure that their employees, agents and sub-contractors keep
Confidential Information confidential.
6. Data Protection
For information about
how we might collect and use the information you give us, the
conditions under which we may disclose it to others, how we keep it
secure and your legal rights in relation to any personal
information we hold, please see our privacy
policy.
7. Intellectual Property
7.1. Each party confirms that it owns, or has
all necessary rights in the use of, all intellectual property in
relation to the Services and each acknowledges that such
intellectual property shall remain the property of, or the rights
in the use of shall remain with, the originating party, unless
otherwise agreed in writing between the authorised representatives
of SJA and the Purchaser.
7.2. Each party agrees to indemnify the other
against any actions, costs, liabilities, losses, damages and
expenses which the other may suffer or incur as a result of any
claim by a third party in relation to ownership or use of any
relevant intellectual property, provided by the other party.
8. Force Majeure
Neither party will be liable
to the other for any failure or delay or for the consequences of
any failure or delay in performance of this Agreement if it is due
to any event beyond the reasonable control and contemplation of a
party to this Agreement including, without limitation, acts of God,
war, industrial disputes, protests, fire, flood, storm, tempest,
explosion, an act of terrorism and national emergencies.
9. Warranties
9.1. SJA warrants to provide Services with
all the care and skill to be expected of a qualified and competent
contractor experienced in undertaking services of the same kind as
the Services.
9.2. If the Services performed are in breach
of Clause 9.1, SJA will at its option make good the performance,
re-perform the Service or refund the Purchaser the relevant Price,
subject to availability and the performance being proved to be
deficient to the reasonable satisfaction of SJA. These obligations
will not apply where:
9.2.1. the
part of the Service concerned was based on information supplied by
or varied from the normal Service at the specific request of the
Purchaser; or
9.2.2. the
Purchaser failed to notify SJA of the defect within 14 days of the
supply.
10. Consumer Protection
(Distance Selling) Regulations 2000 ('the Regulations')
Where a contract with a
consumer is concluded on a distance selling basis the Regulations
(as amended from time to time) will apply and the Purchasing
consumer will have a general right to cancel. In the case of
services this will expire 14 days after booking (except for late
bookings when it will expire on the date the services are
commenced). Subject to the Regulations and to the foregoing, if a
request is made to amend services or to cancel services, the
following fees may be applied:
10.1. In
the case of request for transfer:
(a) More
than 4 weeks before commencement date: First transfer at
no charge subsequent transfer, 25% of amount charged
(b) Between 2-4 weeks before Commencement
date: 25% of amount charged
(c) Less than two weeks before Commencement
date: 50% of amount charged
10.2. In
the case of cancellation:
(a) More
than 4 weeks before commencement date: Full Refund
(b) Between
2-4 weeks before Commencement date: 50% of amount charged
(c) Less
than 2 weeks before Commencement date: 100% of amount
charged
In all cases, notice of
cancellation must be confirmed in writing addressed to the contact
details on the booking confirmation letter.
11. Liability
11.1.
Nothing in this contract excludes or limits or attempts to exclude
or limit the liability of either party for death or personal injury
caused as a result of its negligence, or for fraudulent
misrepresentation; or in respect of the implied warranties
contained in the Supply of Goods and Services Act 1982.
11.2.
Subject to Clause 11.1 SJA will be under no liability to the
Purchaser whatsoever (whether in contract, tort (including
negligence), breach of statutory duty, restitution or otherwise)
for any damage or direct, indirect or consequential loss (all three
of which terms include, without limitation, pure economic loss,
loss of profits, loss of business, depletion of goodwill and like
loss) howsoever
caused.
11.3.
Subject to Clauses 11.1 and 11.2, SJA's aggregate liability
under this Agreement (whether in contract, tort (including
negligence), breach of statutory duty, restitution or otherwise)
for any damage or direct, indirect or consequential loss (all three
of which terms include, without limitation, pure economic loss,
loss of profits, loss of business, depletion of goodwill and like
loss) howsoever caused will be limited to the amount paid for the
Services concerned.
12. Notices
Any demand notice or
communication may be given by hand or sent by first class prepaid
post or facsimile and shall be deemed to have been duly served if
delivered by hand when left at the address of the other; if given
or made by prepaid first class post, 48 hours after being posted
(excluding Saturday, Sunday and public holidays); if given or made
by facsimile, at the time of transmission, provided that a
confirming copy is sent by first class prepaid post to the other
party within 24 hours after transmission.
13. Freedom of Information
Where the Purchaser is a
Public Authority as defined in the Freedom of Information Act 2000
('the FOIA') it agrees to notify SJA immediately if it receives any
FOIA request for information regarding SJA or its business, and it
agrees to consult with SJA regarding the application of any
exemptions under the FOIA in relation to such request. SJA agrees
to cooperate with the Purchaser in relation to the FOIA.
14. Disputes
In the event of a dispute
concerning the Goods or Services the parties shall use their
reasonable endeavours to resolve it as soon as practicable. If
they fail to do so within 14 days, the parties shall try to agree
on and implement a method of dispute resolution. If they fail to
agree such method within 14 days, the parties confirm that the
dispute will then become subject to the exclusive jurisdiction of
the English courts.
15. Consequences of
Termination
The termination of this
Agreement howsoever arising is without prejudice to the rights,
duties and liabilities of either party accrued prior to
termination. The clauses which expressly or impliedly have effect
after termination will continue to be enforceable notwithstanding
termination.
16. Contracts (Right of Third
Parties) Act 1999
The parties to the contract
incorporating these conditions do not intend that any of its terms
will be enforceable by virtue of the Contracts (Rights of Third
Parties) Act 1999 by any person not a party to it.
17. Assignment
Neither party shall be
entitled to assign or transfer any of its rights or obligations
without the prior written agreement of the other (which shall not
be unreasonably withheld or delayed).
18. Waiver
No failure or delay by a
party to exercise any right, power or remedy will operate as a
waiver of it nor will any partial exercise preclude any further
exercise of the same, or of some other right, power or remedy.
19. Invalidity/Severability
If any clause or part
of this Agreement is found by any court, tribunal, administrative
body or authority of competent jurisdiction to be illegal, invalid
or unenforceable then that provision will, to the extent required,
be severed from this Agreement and will be ineffective without, as
far as is possible, modifying any other clause or part of this
Agreement and this will not affect any other provisions of this
Agreement which will remain in full force and effect.
20. Variation
This Agreement may only be
varied or amended in writing and signed by the parties specifically
referring to this clause and stating that this Agreement is
varied in the manner specified.
21. Entire Agreement
These terms and conditions,
and the Agreement into which they are incorporated contain all the
terms which the parties have agreed in relation to the subject
matter of this Supply. Nothing in this Clause shall be taken to
exclude liability for fraudulent misrepresentation.
22. No Partnership
Nothing in this Agreement or
any arrangement contemplated by it shall constitute either party a
partner of the other nor shall the execution, completion and
implementation of this Agreement confer on any party any power to
bind or impose any obligations to any third parties on the other
party or to pledge the credit of the other party.
23. Compliance with Laws and
Regulations
Each party shall observe and
abide by and shall require its sub-contractors to observe and abide
by all laws, regulations and by laws as may apply in relation to
the matters contemplated by this Agreement.
24. Governing Law and
Jurisdiction
The formation, existence,
construction, performance, validity and all aspects whatsoever of
the Agreement or of any term of the Agreement will be governed by
the law of England and Wales and subject to Clause 14, the courts
of England and Wales shall have exclusive jurisdiction to settle
any disputes which may arise out of or in connection with the
Agreement.