TERMS AND CONDITIONS
Training Courses Terms and Conditions
1.1 In this Agreement the following expressions shall have the following meanings:
“Client” means the person or entity making the booking as named on the booking form and to whom Iqarus has agreed to provide a training course or courses.
“Client Data” means all the data, information, text, drawings, diagrams, images or sound embodied in any electronic or tangible medium, and which are supplied or in respect of which access is granted to Iqarus by the Client pursuant to this Agreement, or which Iqarus is required to generate under this Agreement, with the exception of Personal Data.
“Confidential Information” means all information (whether written, oral or in electronic form) concerning the business and affairs of that party that the other party obtains or receives as a result of the discussions leading up to or the entering into or the performance of this Agreement, being understood that Personal Data does not fall within the scope of this definition.
“Consequential Loss” means (i) consequential loss under applicable law; and (ii) loss and/or deferral of production, loss of product, loss of use, loss of revenue, loss of profit or anticipated profit, increased cost of working, loss of contract or business interruption, whether direct or indirect, to the extent that these are not included in (i) and whether or not foreseeable at the date of commencement of the Services.
“Data Controller” shall have the meaning ascribed to it pursuant to the DPA.
“Data Processor” shall have the meaning ascribed to it pursuant to the DPA.
“DPA” means the Data Protection Act 1998.
“Fees” means the fees for the Services set out in the price list current at the Effective Date.
“Iqarus” means Iqarus International Limited, a company incorporated in England and Wales (company number 5080465) and having its registered office at c/o Mml Capital Partners, Orion House, 5 Upper St. Martin’s Lane, London, WC2H 9EA.
“Personal Data” means any personal data or sensitive personal data (as defined in the DPA) which relate to a living individual, including data relating to the physical or mental health or condition of an individual and which are supplied or in respect of which access is granted to either party pursuant to this Agreement.
“Services” means the work to be carried out by Iqarus for the Client.
1.2 Except where the context requires otherwise the singular includes the plural and vice versa; a reference to one gender includes all genders; words denoting persons include firms and corporations and vice versa.
1.3 Headings are included in this Agreement for ease of reference only and shall not affect interpretation or construction.
1.4 References to Clauses are, unless otherwise provided, references to clauses of this Agreement.
1.5 Any negative obligation imposed on any party shall be construed as if it were also an obligation not to permit or suffer the act or thing in question and any positive obligation imposed on any party shall be construed as if it were also an obligation to procure that the act or thing in question be done.
1.6 The words “include” or “including” shall be construed without limitation to the words following.
2. The Services
2.1 Iqarus shall provide the Services with all reasonable skill, care and diligence including but not limited to good industry practice and (without limiting the generality of this clause) in accordance with its own established internal procedures. All other warranties and representations, whether express or implied by law, are excluded to the extent permitted by law.
2.2 The Services shall be performed in compliance with all applicable laws and regulations. Any changes to the Services necessitated solely by changes to any applicable law, regulation or relevant code of practice which come into effect after the date of this Agreement will be carried out by Iqarus subject to such revised Fees as shall be agreed with the Client.
3. Course Reservations/Confirmations
3.1 Reservations will only be accepted on receipt of a fully completed and signed booking form.
3.2 Non Account/New Client are subject to prerequisites and booking forms must be accompanied by relevant documentation where requested before acceptance onto a course.
3.3 Account Client – booking forms must be accompanied by email or fax confirmation and a Purchase Order (if used) for each delegate attending (except where multiple bookings on a single course are made).
3.4 Course bookings should be made at least five (5) working days before the date of course commencement.
4. Course Fees
Reservations are made on the basis that training courses will be charged at the rate in effect on the date of course commencement.
5. Payment Terms
5.1 For self-sponsored Clients a deposit of 100% of the course Fee is required before course bookings will be accepted.
5.2 All fees require to be paid in full five (5) working days in advance of the date of course commencement.
5.3 Non Account/New Clients
Iqarus reserves the right to refuse admission or cancel the booking if payment in full is not received on time. Payment may be made by major credit and debit cards, cash, bank transfer or cheques made payable to Iqarus International Limited. If payment is made by cheque, this must be received by Iqarus ten (10) working days prior to the date of course commencement. If a Non Account/New Client requires an invoice, the Client should request this at time of booking. On receipt of confirmation of reservation, an invoice will be issued which is due for payment by return.
5.4 For Account Clients
Iqarus standard terms of payment are thirty (30) days from the date of its invoice. Payment is to be made to the bank account nominated by Iqarus.
No certification will be released until all Fees are paid in full.
5.5 Iqarus reserves the right to adjust the Fees upon the provision of fourteen (14) days’ written notice to the Client.
In addition to the Fees and subject to receipt of a valid VAT invoice, the Client shall pay all VAT on the Fees at a rate and in the manner prescribed by law from time to time.
5.6 Iqarus reserves the right to charge interest on any late payment at the rate of 3% per annum above the Bank of England base lending rate from time to time on the daily balance outstanding from the due date until payment in full is made and to charge the costs of effecting collection of outstanding accounts to the Client’s account.
6.1 All cancellations and transfers must be made in writing by the Client. Cancellation charges will be calculated and invoiced to the Client on a sliding scale from the date Iqarus receives the written notice of cancellation as follows:
(a) For cancellation more than 14 working days before the date of course commencement the Client will be charged 50% of the course Fee.
(b) For cancellation between 14-7 working days before the date of course commencement the Client will be charged 75% of the course Fee.
(c) For cancellation between 7 working days and 24 hours before the date of course commencement, the Client will be charged 100% of the course Fee.
6.2 Transfers made less than ten (10) working days before the date of course commencement are subject to a 25% administration charge. Substitutions can be made at any time at no additional charge. Non attendances shall not be refunded.
7. Service Levels
Iqarus warrants to the Client that its training courses will be provided using reasonable care and skill and shall use its reasonable endeavours to ensure that the Services are performed substantially in accordance with the terms of any quote or estimate provided in conjunction with this Agreement.
8. Client Obligations
8.1 The Client hereby warrants and represents to Iqarus that it will co-operate with Iqarus and provide Iqarus with such information and assistance as Iqarus may reasonably require in order to enable or facilitate Iqarus to comply with its obligations under this Agreement.
8.2 In the event that Iqarus considers that the Client is in breach of any of its obligations hereunder or if Iqarus is otherwise unable to perform any of its obligations as a result of any act or omission of the Client, Iqarus shall only be entitled to rely on such breach act or relevant omission as relieving it from the performance of any of its obligations hereunder:
8.2.1 if Iqarus shall reasonably promptly after the alleged breach, act or omission came to its attention have notified the Client in writing setting out in reasonable detail such breach, act or omission; and
8.2.2 to the extent that such breach, act or omission by the Client prevents or restricts performance by Iqarus of its obligations hereunder in the manner contemplated hereby.
9. Data Protection
9.1 Both parties, whether Data Processor or Data Controller shall comply with the requirements of the DPA.
9.2 Iqarus agrees that in the event that it is permitted access to Personal Data held by the Client or is supplied with or is otherwise provided with Personal Data by the Client, Iqarus shall:
9.2.1 use and/or hold such Personal Data for the purposes and in the manner directed by the Client and shall not otherwise modify, amend or alter the contents of such Personal Data or disclose or permit the disclosure of such Personal Data to any third party, unless specifically authorised in writing by the Client and shall take all such steps as may be necessary to safeguard such Personal Data;
9.2.2 hold and process Personal Data after having taken appropriate technical and organisational measures to guard against unauthorised or unlawful processing of the Personal Data and against accidental loss or destruction of, or damage to, the Personal Data. Having regard to the state of technological development and the cost of implementing any measures, the measures must ensure a level of security appropriate to the harm that might result from unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the personal data to be protected.
9.3 Subject always to Iqarus’s obligations to comply with the DPA, Iqarus shall assist the Client in any subject access requests, which may be received from data subjects.
10. Intellectual Property Rights
All copyright, design right and other intellectual property rights used, created or embodied in or arising out of or in connection with the delivery of the Services remains the sole property of Iqarus. The Client and/or the delegate shall not during or at any time after the completion of the Services dispute the ownership of such rights. All materials and information (in whatever form) provided by Iqarus in connection with the Services shall not be copied, distributed or be made available to third parties and shall be used only for the purpose for which they were provided. The delegate is, subject to the previous paragraph, entitled to keep for their own use any course materials that are issued to them. However, any other materials, in whatever format, issued to the delegate must be returned to Iqarus on completion of the training course. The Client and/or the delegate shall not, without Iqarus’s prior written consent, be entitled to copy any materials and information (including course materials) provided by Iqarus.
11. Delegate Fitness
Where course requirements state that a medical is required to attend the course, it is the Client’s sole responsibility to ensure that the delegate is in possession of a valid certificate that meets the course medical prerequisites.
For all other training courses that require any physical activity, it is the Client’s sole responsibility to ensure that delegates are physically fit and free from respiratory disorders or heart disease. Iqarus reserves the right to ask any delegate to complete a medical disclaimer form and to complete a series of reasonable physical tests in order to assess their fitness to attend any training course provided by Iqarus. If the Client and/or any of the Client’s delegates have a disability, the Client must notify Iqarus at the time of making the booking, and Iqarus will endeavour to overcome this to the best of its ability. Acceptance of disabled delegates is at Iqarus’s sole discretion. It is recommended that delegates have an up-to-date medical certificate. Iqarus reserves the right to turn delegates away if it believes that they pose a safety risk. Iqarus shall not be liable for any injury or illness to the delegate other than resulting solely from Iqarus’s negligence.
12. Completion of Course
All elements of the course must be completed successfully before certification can be awarded. Where a delegate is unable to complete a course due to circumstances beyond their control, they may re-book onto the course within three (3) calendar months to complete it, in which case, a re-booking Fee of 10% of the course Fee will be payable. If the delegate does not re-book onto the course within three (3) calendar months, the full Fee will be payable again for course completion.
13.1 Each party undertakes to keep confidential all Confidential Information belonging to the other and to disclose such Confidential Information only to those of its employees, agents and sub-contractors involved in the provision or receipt of the Services and who need to know the Confidential Information in question.
13.2 Each Party undertakes to the other to make all relevant employees and sub-contractors aware of the confidentiality of the Confidential Information belonging to the other and the provisions of this clause 13, to take all such steps as shall from time to time be necessary to ensure compliance by its employees, agents and sub-contractors with the provisions of this clause 13.
13.3 For the purpose of Iqarus’s undertaking under clauses 13.1 and 13.2 above, the Confidential Information shall be deemed to include all Client Data.
13.4 Nothing contained in this clause 13 shall prevent Iqarus or the Client from using data processing techniques, ideas and know-how gained during the performance of this Agreement in the furtherance of its normal business. Nothing contained in this clause 13 shall prevent Iqarus using data gained during the performance of this Agreement in an anonymous way and for statistical purposes, subject to compliance with applicable legislation including the DPA.
14. Health and Safety
14.1 Details of any safety equipment and/or protective clothing, which the Client is required to provide will be set out in the Course Joining Instructions. It is the Client’s sole responsibility to ensure that any such equipment and/or clothing is in good order and repair and is fit for the purpose for which it is required.
14.2 Iqarus reserves the right at any time to postpone or suspend the provision of any training course if in Iqarus’s sole opinion there is or is likely to be any risk to the safety of any personnel or any risk of loss or damage to any plant, machinery, equipment or material at the premises. Iqarus shall have no liability to the Client in respect of such actions.
14.3 Iqarus shall, in the interests of safety (whether of personnel, property or otherwise), be entitled at any time to require a delegate to leave the premises, to refuse a delegate entry to the premises and/or to continue to provide training to the delegate. Iqarus shall have no liability to the Client in respect of such actions and the Client shall still be bound to pay the Fee due to Iqarus or receive no reimbursement of the Fee already paid by the Client to Iqarus.
14.4 The delegate shall throughout the duration of the training comply in all respects with Iqarus’s health and safety policies, drug and alcohol policies and statutory regulations applicable to the premises.
15. Force Majeure
No failure or omission by either party to carry out or observe any of the obligations to be performed hereunder shall, except as herein expressly agreed to the contrary, give rise to any claim against such party, or be deemed to be in breach of contract, if such failure or omission arises from a force majeure event. A force majeure event is an event beyond the reasonable control of the affected party, which renders the performance of its obligations hereunder inadvisable, commercially impracticable, illegal or impossible, including but not limited to sickness of Iqarus staff who cannot be replaced. In the event that the Services cannot be rendered as a result of a force majeure event, the time for performance shall be extended for a reasonable period.
16.1 Iqarus may terminate this Agreement immediately if the Client materially breaches the terms of the Agreement and does not remedy that breach (where such breach is capable of remedy) within such reasonable period as Iqarus specifies.
16.2 Iqarus may at any time by notice in writing terminate this Agreement from the date of service of such notice if there is a change of law, regulation, legal decision or change of policy direction by government or decision of the other relevant regulatory authority which necessarily renders the existence or performance of this Agreement void, invalid or fundamentally frustrated, or which leads to a substantial increase in the ongoing costs of Iqarus.
16.3 Upon termination of this Agreement for any reason whatsoever:
16.3.1 Iqarus shall cease to perform any of the Services; and
16.3.2 any outstanding Fees shall remain due and payable by the Client to Iqarus in accordance with the terms of this Agreement.
17.1 Notwithstanding any other provision to the contrary, neither party shall in any circumstances be liable to the other for any Consequential Loss, regardless of cause and even if caused or contributed to by the negligence, fault, strict liability, or breach of duty (statutory or otherwise) of the other party and each party shall save, indemnify, defend and hold harmless the other party in this regard.
17.2 Liability of Iqarus to the Client in respect of any claim for breach of contract, negligence, breach of statutory duty or other claim in relation to this Agreement shall in the aggregate be limited as follows:
17.2.1 in respect of any claim for personal injury or death caused by the negligence of Iqarus, no limit shall apply; and
17.2.2 in respect of any other claim, the total aggregate liability of Iqarus arising out of or in connection with this Agreement (whether
caused by negligence, by way of indemnity, or otherwise) shall in no event exceed the lesser of:
(i) £1,000,000 (one million pounds sterling); and
(ii) a sum equal to ten (10) times the value of the Fees paid or payable by the Client for the Services.
17.3 Subject to the provisions of clauses 17.2.1 and 17.2.2, Iqarus shall have no liability in respect of any claim for breach of contract, negligence, breach of statutory duty or other claim in respect of any delay or failure by Iqarus to perform any of its obligations under this Agreement where such failure results directly or indirectly from any negligent or wilful act or omission of the Client, its agents, subcontractors or contractors.
17.4 The parties agree that the foregoing limitations and exclusions represent the parties’ agreement based on the level of risk assumed by Iqarus in connection with its obligations under this Agreement and the payments provided under this Agreement to Iqarus for the performance of these obligations.
17.5 The parties expressly agree that should any limitation or provision contained in this clause 17 be held to be invalid under any applicable statute or rule of law it shall to that extent be deemed omitted but if any party thereby becomes liable for loss or damage which would otherwise have been excluded such liability shall be subject to the other limitations and provisions set out herein.
18. Duplicate Certificates
Requests for duplicate certificates must be made in writing, stating the relevant course title, date, delegate name and date of birth. An administration charge of £15.00 per copy certificate will be made in addition to the certifying body’s own fee in this regard. These sums must be paid in advance of the duplicate certificate being issued.
19.1 Delegates must meet and be able to produce prior to commencement of the course proof of any prerequisites set out for each course.
19.2 Iqarus’s training courses are generally conveyed in the English language. Delegates must be able to read, understand oral instructions in and be capable of making themselves understood (whether in writing or otherwise) in English.
If the Client or any of the Client’s delegates attending a training course are not competent in understanding English language or literature, it is the Client’s responsibility to advise Iqarus at the time of booking. A translator can be hired by the Client at the Client’s cost and such translator may accompany the Client and/or any of the Client’s delegates on the training course, but the translator will not receive a certificate or competency for attendance on any training course. Any translator acting for any delegate must comply with the terms and conditions of this Agreement and the Client shall be responsible and liable for all the action or omissions of the translator as if the translator was one of the Client’s delegates.
19.3 The Client must specify any special requests such as dietary requirements, any disability or religious commitments to Iqarus at the time of booking. If Iqarus is not advised of these requests at the time of booking, then Iqarus will not be liable for taking any of these requirements into account.
19.4 All courses are offered on the basis of Iqarus being satisfied that there are sufficient delegates to justify running the course. If at any time Iqarus, in its sole discretion, determines that the number of delegates does not justify running any course and decides to cancel or postpone a training course, Iqarus’s liability for such cancellation shall be limited to a refund of any Fees paid for such course. No refunds shall be given if the delegate attends any rescheduled course or any other course instead of the cancelled course.
19.5 All business with Iqarus relating to the provision of Services is transacted on the terms set out in this Agreement. These terms prevail over any inconsistent terms and conditions contained in, or referred to, in the Client’s purchase order, confirmation of order, acceptance, correspondence or otherwise
19.6 This Agreement constitutes the whole agreement and entire understanding between the parties hereto in respect of the subject matter of this Agreement and supersedes all previous agreements, correspondence, discussions, representations, quotes or estimates relating to its subject matter.
19.7 This Agreement is severable in that if any provision is determined to be illegal or unenforceable by any court of competent jurisdiction such provision shall be deemed to have been deleted without affecting the remaining provisions of this Agreement.
19.8 Nothing in this Agreement shall constitute or be deemed to constitute a partnership, agency or joint venture between the parties hereto or constitute or be deemed to constitute either party the agent of the other for any purpose whatsoever and neither party shall have any authority or power to bind the other or to contract in the name of or create a liability against the other.
19.9 Unless otherwise agreed in writing, no failure by either party to exercise any right or remedy available to it hereunder nor any delay so to exercise any such right to remedy shall operate as a waiver of it nor shall any single or partial exercise of any right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy.
19.10 Any notice to be given under this Agreement shall be either delivered by hand or sent by first class recorded delivery post to the address of the party. If delivered by hand, the notice shall be considered effective at the time of delivery. If delivered by first class recorded delivery post, the notice shall be considered effective two (2) working days after it has been properly posted.
19.11 The provisions of this Agreement which by their nature and/or implication survive expiry or termination of the Agreement shall remain in full force and effect after such expiry or termination.
19.12 Neither party may assign, novate or transfer this Agreement, or part thereof, without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed.
19.13 The Client acknowledges the investment made by Iqarus in the training and development of staff to deliver the Services under this Agreement. For a period of twelve (12) from delivery of the Services, the Client shall not (and shall procure that its affiliates or associated companies shall not), whether directly or indirectly or alone or jointly or as a principal or agent, solicit or entice any employee, agent, contractor or consultant working for Iqarus to leave his or her employment with Iqarus without the prior written consent of Iqarus. Where a member of Iqarus’s staff accepts an offer of employment with the Client, then the Client will pay to Iqarus such sum representing 100% of the annualised earnings of that employee including bonus payments while employed by Iqarus. The provisions of this clause shall not apply to recruitment fairs, job advertisements on the Client’s website or in the local press or trade publications, radio or television advertisements or other indirect recruitment procedures which are operated in the public domain.
20. Governing Law & Jurisdiction
20.1 This Agreement shall be governed and construed in accordance with the laws of England. The parties hereby irrevocably submit to the exclusive jurisdiction of the Courts of England and Wales.
20.2 This Agreement shall not give rise to any rights enforceable by a third party pursuant to the Contract (Rights of Third Parties) Act 1999 but without prejudice to any rights or remedies that exist or are available apart from that Act.
- Supply of the specified service
- Rights in input material and output material
- Warranties and liability
CONDITIONS OF SUPPLY
1.1 In these conditions:
”CLIENT” means the person named on the Specification Sheet for whom the supplier has agreed to provide Specified Service or Product in accordance with these conditions.
”CONTRACT” means the contract for the provision of the Specified Service or Product.
”DOCUMENT” includes, in addition to a document in writing, any map, plan, drawing or photograph, any film, negative, tape or other device embodying visual images and any disc, tape or other device embodying any other data.
”INPUT MATERIAL” means any documents or other materials, and any data or other information provided by the client relating to the Specified Service or Product.
”OUTPUT MATERIAL” means any documents or other materials, and any data or other information provided by the supplier in relation to the Specified Service or Product.
”PRODUCT” means the product to be provided by the Supplier for the client and referred to in the Purchase Order.
”SPECIFICATION SHEET” means the sheet to which theses conditions are appended.
”SPECIFIED SERVICE” means the service to be provided by the Supplier for the Client and referred to in the Specification Sheet.
”SUPPLIER” means Iqarus Trainig Ltd a limited company registered in England and Wales.
”SUPPLIERS STANDARD CHARGES” means the charges shown in the Supplier’s quotation or publicised literature relating to the Specified Service from time to time.
”SUPPLIERS QUOTATION” means the Quotation provided to the Client by the Supplier for the Specified Service detailed in the Specification Sheet, and agreed by both parties.
1.2 The headings in these Conditions are for convenience only and shall not affect their interpretation.
2. Supply of the Specified Service
2.1 The Supplier shall provide the Specified Service to the Client subject to these conditions.
The Supplier and the Client must agree any changes or additions to the Specified Service or these Conditions in writing.
2.2 The Client shall at its own expense supply the Supplier with all necessary Documents or other materials,
and all necessary data or other information relating to the Specified Service, within sufficient time to enable the Supplier to provide the Specified Service in accordance with the Contract. The client shall ensure the accuracy of all input Material.
2.3 The Client shall at its own expense retain duplicate copies of all input material and insure
against its accidental loss or damage. The Supplier shall have no liability for any such loss or damage, however caused. All Output Material shall be at the sole risk of the Client from the time of delivery.
Iqarus Training Ltd
Registered Office: Unit 3A Whitestone Business Park, Whitestone, Herefordshire HR1 3SE
Company No: 5080465 VAT Registration No: 824 9663 96 000
2.4 The Specified Service shall be provided in accordance with the Specification Sheet and otherwise in accordance with the Suppliers current publicised literature or other promotional material relating to the Specified Service from time to time, subject to these Conditions.
2.5 Further details about the Specified Service, and advice or recommendations about its provision or utilisation, which are not given in the Suppliers current publicised literature or other promotional material, may be made available on written request.
2.6 The supplier may correct any typographical errors or omissions in any publicised literature, brochure, quotation, estimate, or other promotional material relating to the Specified Service without any liability to the Client.
2.7 The supplier may at any time without notifying the Client make any changes to the Specified Service necessary to comply with any applicable safety or other statutory requirements, or which do not materially affect the nature of the quality of the Specified Service.
2.8 With regards to equipment orders, shipping and handling on UK Mainland orders will be charged at £5.95 + VAT per order up to 20 kilos for standard next working day delivery. Orders to be shipped outside of the UK Mainland will not be processed until contact with Iqarus has been made to establish the correct shipping cost. With regards to payments made by credit/debit card, your payment will be passed through our pay portal where the credit card details will be processed through their secure site.
2.9 We aim to deliver all orders within 2-7 days providing the goods are in stock. It the goods are out of stock we will dispatch your order as soon as the product becomes available. If the item cannot be sourced we will contact you.
With regards to back orders, if your item is out of stock we will place on back order for you. You will be given the option of cancelling the order if you would rather not wait.
3.1 Subject to any special terms agreed, the Client shall pay the Suppliers Standard Charges and any additional sums which are agreed between the Supplier and the Client for the provision of the Specified Service or which, in the Supplier’s sole discretion, are required as a result of the Client’s instructions or lack of instructions, the inaccuracy of any Input Material or any other cause attributable to the Client.
3.2 All charges quoted for the provision of the Specified Service are exclusive of any Value Added Tax. The Value Added Tax Rate will be charged at the applicable rate.
3.3 The supplier shall be entitled to charge a deposit of 20% of the Suppliers Charges for the Specified Service, which shall be paid by the Client on commencement of the Contract.
3.4 The Supplier shall be entitled to invoice the Client for the balance of the Supplier’s Charges for the Specified Service provided, or at other times agreed with the Client.
3.5 The Supplier’s Standard Charge and any other additional sums payable shall be paid by the Client (together with any applicable Value Added Tax, and without any set-off or other deduction) within 14 days of the date of the Supplier s invoice.
3.6 If payment is not made on the due date, the Supplier shall be entitled, without limiting any other rights it may have, to charge interest on the outstanding amount (both before and after any judgement) at the rate of 3% above the base rate from time to time of Barclays Bank PLC from the due date until the outstanding balance is paid in full.
4. Rights in Input Material and Output Material
4.1 The property and any copyright or other intellectual property rights in:
4.1.1 any material shall belong to the Client.
4.1.2 any Output Material shall, unless otherwise agreed in writing between the Client and the Supplier, belong to the Supplier, subject only to the right of the Client to use the Output Material for the purposes of the Specified Service.
4.2 Any Input Material or other information provided by the Client and any Output Material shall
be kept confidential by the Supplier, and all Output Material or other information provided by the Supplier which is so designated by the Supplier shall be kept confidential by the Client; but the foregoing shall not apply to any documents or other materials, data or other information which are public knowledge at the time when they are so provide by either party, and shall cease to apply if at any future time they become public knowledge through no fault of either party.
4.3 The Client warrants that any Input Material and its use by the Supplier for the purpose of providing the Specified Service will not infringe the copyright or other rights of any third party, and the Client shall indemnify the Supplier against any loss, damages costs, expenses or other claims arising from any such infringement.
Iqarus UK Ltd
Registered Office: Unit 3A Whitestone Business Park, Whitestone, Herefordshire, HR1 3SE
Company No: 5080465 VAT Registration No: 824 9663 96 000
4.4 Subject to paragraph 4.3, the Supplier warrants that any Output Material and its use by the Client for the purposes of the utilising the Specified Service will not infringe the copyright or other rights of any third party, and the Supplier shall indemnify the Client against any loss, damages costs, expenses or other claims arising from any such infringement.
5. Warranties and Liability
5.1 The Supplier warrants to the Client that the Specified Service will be provided using reasonable care and skill and, as far as reasonably possible, in accordance with the Specification and at the intervals and within the times referred to in the Specification Sheet. Where the Supplier supplies in connection with the provision of the Specified Service any goods (including Output Material) supplied by a third party, the Supplier does not give any warranty, guarantee, or other term as to their quality, fitness for purpose, or otherwise, but shall, where possible assign to the Client the benefit of any warranty, guarantee, or indemnity given by the person supplying the goods to the Client.
5.2 The Supplier shall have no liability to the Client for any loss, damage, costs, expenses or other claims for compensation arising from any Input Material or instructions supplied by the Client which are incomplete, incorrect, illegible, out of sequence or in the wrong form, or arising from a late arrival or non-arrival, or of any other fault of the Client.
5.3 Except in respect of death or personal injury caused by the Supplier’s negligence, or as expressly provided in these Conditions, the Supplier shall not be liable to the Client by any reason of any representation (unless fraudulent), or any implied warranty, condition, or other term, or any duty at common law, or under the express terms of the Contract, for any loss of profit or any indirect, special consequential loss, damage, costs, expenses or other claims (whether caused by the negligence of the Supplier, its servants or agents or otherwise) which arise out of or in connection with the provision of the Specified Service or their use by the Client, and the entire liability of the Supplier under or in connection with the Contract shall not exceed the amount of the Supplier’s charges for the provision of the Specified Service, except as expressly provided in the Conditions.
5.4 The Supplier shall not be liable to the Client or be deemed to be in breach of the Contract by reason of any
delay in performing, or any failure to perform, any of the Supplier’s obligations in relation to the Specified Service, if the delay or failure was due to any cause beyond the Supplier’s reasonable control.
6.1 Termination of the Contract must be given in writing to the Supplier. Cancellation charges will be payable in accordance with the table set out below, as a percentage of the total of the Supplier’s Charges. Number of days prior to the event when written advice is received by Iqarus:
Up to 10 Days prior: Forfeit deposit (20%)
10 Days to 24 hours prior: 50%
24 hours or less: 100%
6.2 Either party may (without limiting any other remedy) at any time terminate the Contract
by giving written notice to the other if the other commits any breach of these Conditions and (if capable of remedy) fails to remedy the breach within 30 days after being required by written notice to do so, or if the other goes into liquidation, or (in the case of an individual or firm) becomes bankrupt, makes voluntary arrangement with his or its creditors or has a receiver or administrator appointed.
6.3 Our returned goods policy is that the client shall check goods on delivery to ensure they are supplied correctly. If any of the goods prove to be damaged or unsuitable, goods must be returned within 7 working days in the original packaging and in an unused condition for a full refund less of any postal charges.
7.1 These Conditions (together with the terms, if any, set out in the Specification Sheet) constitute the entire agreement between the parties, supersede any previous agreement or understanding and may not be varied except in writing between the parties. All other terms and conditions express or implied by statute or otherwise are excluded to the fullest extent permitted by law.
7.2 Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to the other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
7.3 No failure or delay by either party in exercising any of its rights under the Contract shall be deemed to be a waiver of that right, and no waiver by either party of any breach of the Contract by the other shall considered as a waiver of any subsequent breach of the same or any other provision.
7.4 If any provision in these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of the Conditions and the remainder of the provision in question shall not be affected.
Iqarus UK Ltd
Registered Office: Unit 3A Whitestone Business Park, Whitestone, Herefordshire, HR1 3SE
Company No: 5080465 VAT Registration No: 824 9663 96 000
7.5 Any dispute arising under or in connection with these Conditions or the provision of the Specified Service shall be referred to arbitration by a single arbitrator appointed by agreement or (in default) nominated on the application of either party by the President for the time being of the Law Society in accordance with the rules of England.
7.6 English law shall apply to the Contract, and the parties agree to submit to the non-exclusive jurisdiction of the English courts.
8.1 Iqarus do not discuss buyers information to third parties other than when order details are processed as part of the order fulfilment. In this case the third party will not disclose any of the details to any other third party.This web site is owned and operated by [Iqarus UK Ltd] who are completely dedicated to your total satisfaction. If you have any suggestions or comments or if you need to contact us, please email us using the link on the store page or use the details below.
Our Contact details:
[Iqarus UK ]
[Unit 3A Whitestone Business Park] [Whitestone] [Herefordshire] [HR1 3SE]
Phone: [01432 355 964]
Fax: [01432 360 419]
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