Terms & Conditions

Standard Terms of Supply (Apix) Sept 2006

1. INTERPRETATION

1.1 In these Terms:-
"Booking Form" means the form to which these Terms are annexed;
"Client" means the person identified as such on the Booking Form;
"Contract" means each contract for the provision of the Specified Service on these Terms;
"Document" includes, in addition to a document in writing, a map, plan, design, drawing, picture or other image, or any other record of any information in any form;
"Input Material" means any Documents or other materials, and any data or other information provided by the Client relating to the Specified Service;
"Output Material" means any Documents or other materials, and any data or other information provided by the Supplier relating to the Specified Service;
"Price" means the charges shown in the Supplier's brochure or other published literature relating to the Specified Service from time to time;
"Specified Service" means the service (including events and courses) to be provided by the Supplier for the Client and referred to in the Booking Form;
"Supplier" means Apix Consulting Limited of Wellington House, Wynyard Park, Wynyard Avenue, Billingham, Durham, (CN 6550924);
"Terms" means these standard terms and conditions of supply and includes any special terms agreed in writing between the Supplier and the Client;
"writing" includes facsimile transmission and "written" shall be construed accordingly.

1.2 The headings in these Terms are for convenience only and shall not affect their interpretation.

2. BASIS OF SUPPLY

2.1 The Supplier shall provide the Specified Service to the Client subject to these Terms. Any changes or additions to the Specified Service or these Terms must be agreed in writing by the Supplier and the Client.

2.2 The Client's Submission of a Booking Form to the Supplier constitutes the Client's acceptance of and agreement to comply with these Terms.

2.3 All Output Material shall be at the sole risk of the Client from the time of delivery to or to the order of the Client.

2.4 The Specified Service shall be provided in accordance with the Booking Form and otherwise in accordance with the Supplier's current brochure or other published literature relating to the Specified Service from time to time, subject to these Terms.

2.5 Further details about the Specified Service, and advice or recommendations about its provision or utilisation, which are not given in the Supplier's brochure or other promotional literature, may be made available on written request.

2.6 The Supplier may correct any typographical or other errors or omissions in any brochure, promotional literature, quotation or other document relating to the provision of 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 which are necessary to comply with any applicable safety or other statutory requirements, or which do not materially affect the nature or quality of the Specified Service.

2.8 These Terms shall apply to each Contract to the exclusion of any other terms and conditions on which any quotation has been given to the Client or subject to which the Booking Form is accepted or purported to be accepted by the Client.

3. CHARGES

3.1 Subject to any special terms agreed, the Client shall pay the Price 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. Prices may be subject to change.

3.2 All charges quoted to the Client for the provision of the Specified Service are exclusive of any Value Added Tax, for which the Client shall be additionally liable at the applicable rate from time to time.

3.3 The Supplier may invoice the Client following the Client's submission of a Booking Form, or at other times agreed with the Client.

3.4 The Price and any 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 30 days of the date of the Supplier's invoice or, if earlier, prior to commencement of the Specified Service.

3.5 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 judgment) at the rate of 8% per cent above the base rate from time to time of Barclays Bank plc from the due date until the outstanding amount is paid in full.

4. RIGHTS IN OUTPUT MATERIAL

4.1 The property and any copyright or other intellectual property rights in any Output Material shall, unless otherwise agreed in writing between the Client and the Supplier, belong to the Supplier, but the Client shall be entitled to use the Output Material for the purposes of utilising the Specified Service by way of a non-exclusive licence, subject to payment in full of all sums payable under the Contract.

4.2 Any 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 Output Material which is public knowledge at the time when it.is so provided by the Supplier, and shall cease to apply if at any future time it becomes public knowledge through no fault of the Client.

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.

5. WARRANTIES AND LIABILITY

5.1 The Supplier warrants to the Client that the Specified Service will be provided using reasonable care and skill. 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.

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, inaccurate, illegible, out of sequence or in the wrong form, or arising from their late arrival or non-arrival, or any other fault of the Client.

5.3 In no circumstances shall the Supplier be liable to the Client, in contract, tort (including negligence or breach of statutory duty) or otherwise howsoever, and whatever the cause thereof:
(a) for any increased costs or expenses, or
(b) for any loss of profit, business, contracts, revenues, or anticipated savings, or
(c) for any special, indirect or consequential damage of any nature whatsoever.

5.4 Notwithstanding anything contained in this Contract, the Supplier's total liability in contract, tort (including negligence or breach of statutory duty) or otherwise arising by reason of or in connection with this Contract (except in relation to (i) death or personal injury caused by the negligence of the Supplier or its employees while acting in the course of their employment or (ii) fraud) shall not exceed the amount of the Supplier's charges for the provision of the Specified Service.

5.5 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. TERMINATION AND CANCELLATION

6.1 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 Terms 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, becomes bankrupt, makes a voluntary arrangement with its creditors or has a receiver or administrator appointed.

6.2 Cancellations by the Client must be submitted in writing and are subject to the following charges which the Client shall pay to the Supplier:
(a) Nil in the event of cancellation up to 28 days before commencement of the Specified Service;
(b) 20% of the Price in the event of cancellation less than 28 days and up to 2 days before commencement of the Specified Service;
(c) 100% of the Price in the event of cancellation less than 2 days before commencement of the Specified Service.

6.3 The Supplier reserves the right to vary or cancel the Specified Service where the circumstances require and the Supplier shall accept no liability in relation to such cancellation.

7. GENERAL

7.1 These Terms (together with the terms, if any, set out in the Booking Form) constitute the entire agreement between the parties, supersede any previous agreement or understanding and may not be varied unless agreed in writing by the parties. All other terms, express or implied by statute or otherwise, are excluded to the fullest extent permitted by law.

7.2 A notice required or permitted to be given by either party to the other under these Terms shall be in writing addressed to the other party at its registered office or principal place of business or such other address as may have been notified for these purposes.

7.3 No failure or delay by the Supplier in exercising any of its rights under the Contract shall be deemed to be a waiver of that right, and no waiver by the Supplier of any breach of the Contract by the Client shall be considered as a waiver of any subsequent breach of the same or any other provision.

7.4 If at any time the Supplier is or becomes a member of a group of companies the Supplier may perform any of its obligations or exercise any of its rights hereunder by itself or through any other member of its group, provided that any act or omission of any such other member shall be deemed to be the act or omission of the Supplier.

7.5 The Booking Form is personal to the Client and the Client shall not transfer, assign, charge, dispose of or deal with in any manner, or purport to do the same, any of its rights or beneficial interests under the Contract.

7.6 If any provision of these Terms is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Terms and the remainder of the provision in question shall not be affected.

7.7 The Contract shall be governed by the laws of England, and the parties submit to the exclusive jurisdiction of the English Courts.