TERMS AND CONDITIONS
1.1 “Customer” means the individual or organisation who buys or agrees to buy services, training and e-learning courses from the Supplier;
1.2 “Supplier” means Nansen Green Ltd, Studio F7, Battersea Studios, 80 Silverthorne Road, SW8 3HE
1.3 “Service Provider” means Nansen Green Ltd, Studio F7, Battersea Studios, 80 Silverthorne Road, SW8 3HE
1.4 “Consumer” shall have the meaning ascribed in section 12 of the Unfair Contract Terms Act 1977;
1.5 “Service Agreement Contract” means the contract between us and you for the supply and purchase of Services in accordance with these Conditions.
1.6 “E-learning courses” means learning courses delivered by electronic means to the Customer who agrees to buy from the Supplier;
1.7 “Training Courses” means courses that are held in a classroom training environment which can include bespoke and in house courses.
1.8 “Terms and Conditions” means the terms and conditions of sale set out in this document and any special terms and conditions agreed in writing by the Supplier.
1.9 “Consultancy” means advice, support, site visits, reports, documentation offered in accordance to our service.
2.1 Nothing in these Terms and Conditions shall affect the Customer's statutory rights as a Consumer.
2.2 These Terms and Conditions shall apply to all contracts for consultancy services, the sale of training courses and E-learning courses by the Supplier to the Customer and shall prevail over any other documentation or communication from the Customer.
2.3 Acceptance of delivery of the Consultancy, Training courses and E-learning courses shall be deemed conclusive evidence of the Customer's acceptance of these Terms and Conditions.
2.4 Any variation to these Terms and Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Supplier.
2.5 The Supplier shall use all reasonable endeavours to complete the services within estimated time frames but time shall not be of the essence in the performance of any services.
3. THE CONTRACT
3.1 Any Order constitutes an offer by you to purchase Services in accordance with these Conditions.
3.2 An Order will only be deemed to have been accepted by us and a Contract for the Services agreed when one of the following has occurred:
3.2.1 we have received a copy of the Service Agreement signed for or on behalf of you;
3.2.2 we have received written confirmation of your agreement to these Conditions and the Service Agreement; or
3.2.3 we have started to perform the Services,
and the first date on which one of the above events occurs shall be the “Start Date” (unless we agree in writing with you an alternative date for the “Start Date“).
3.3 These Conditions apply to the Contract to the exclusion of any other terms that you may wish to impose or incorporate, or which are implied by trade, custom or practice.
3.4 The Contract constitutes the entire agreement between us and you. You acknowledge that you have not relied on any statement, promise or representation made or given by or on behalf of us which is not set out in these Conditions or the Service Agreement.
3.5 Any samples, drawings, descriptive matter or advertising we issue (including any descriptions of the Services contained on any website) are issued or published for the sole purpose of giving an approximate idea of the Services. They do not form part of the Contract and are not binding on us.
3.6 Any proposal or quotation we issue to you is only valid for a period of 20 Business Days from the date of issue.
3.7 At our discretion we can update the Conditions from time to time with effect from the date we publish a revised version on the Website.
4. OUR OBLIGATIONS
4.1 We will:
4.1.1 deliver the Services to you materially in accordance with the Contract and using reasonable skill and care;
4.1.2 use reasonable efforts to meet any performance dates for the Services agreed in writing with you, it being agreed that any dates given are estimates only and not binding;
4.1.3 ensure that we have in place all necessary licenses, consents, and permissions necessary for the performance of our obligations under the Contract.
4.2 If the Services do not conform to the commitments at Condition 3.1, we will, at our own expense, use all reasonable commercial efforts to correct the non-conformance promptly or provide you with an alternative means of accomplishing the desired performance. This correction or substitution is your sole and exclusive remedy for any breach of the commitment given in Condition 4.1.
5. YOUR OBLIGATIONS
5.1 You will:
5.1.1 ensure that all information provided by you to us relating to you and/or the Services is accurate, up to date and complete;
5.1.2 provide all reasonably required access to the Premises and its facilities for Our Personnel to perform the Services during the normal business hours of the Premises or as otherwise agreed with you;;
5.1.3 provide such assistance (including access to documentation and information) at the Premises that we may reasonably require to perform the Services;;
5.1.4 co-operate with us in all matters relating to the Services;
5.1.5 in advance of the attendance of Our Personnel at the Premises, make such preparations to the Premises as are reasonably required by us; ;
5.1.6 in good time before the Services are due to start (and thereafter at all times during the Term), ensure that you have in place all necessary licenses, consents, and permissions necessary for the performance of your obligations under the Contract and our performance of the Services; and;
5.1.7 take all reasonable steps to ensure that any reasonable advice or instruction given by us to protect the health and safety of Our Personnel or other persons using the Premises during or after the provision of the Services is followed and you will indemnify us and hold us harmless from any liability or damage suffered by us and Our Personnel as a result of your failure to comply with this Condition 4.1.7; and ;
5.1.8 keep and maintain any of Our Materials at the Premises in safe custody at your risk or loss or damage, maintain Our Materials in good condition until returned to us, and not dispose of or use Our Materials other than in accordance with our written consent.;
5.2 If our performance of any of our obligations in respect of the Services is prevented or delayed by your act or omission or a failure by you to comply with any of your obligations under the Contract (a “Default”), then without preventing us from any other of our rights or remedies:;
5.2.1 we will have the right to suspend performance of the Services until you remedy the Default; ;
5.2.2 we will not be liable for any costs or losses incurred by you arising from our failure or delay to perform any of our obligations that have been so prevented, delayed or suspended; and;
5.2.3 you will reimburse us on written demand for any costs, expenses and losses we incur (including any wasted travel expenses and Our Personnel time) arising from the Default.;
5.3 You will pay to us on demand an introduction fee in an amount equal to the greater of £20,000 and 25% of the relevant person’s annual salary or earnings if, during the Term or within a period of two (2) years following the expiry of the Term, you (directly or indirectly) employ or engage in any capacity any member of Our Personnel or any one of our employees. This Condition will survive termination of the Contract.
6. AUDIT AND CONSULTANCY SERVICES
6.1 If you have purchased Services for unannounced audits, announced audits and/or consultancy we will agree a date with you for the performance of those Services (or in the case of unannounced audits, a window during which the audit will be performed by us at any time without notice) (each a “Visit Date”). These Services cannot be cancelled by you but you may contact us in writing in advance of a Visit Date to rearrange a Visit Date upon which we will agree a mutually convenient future date (or window, as relevant) with you and the administration fees set out in this Condition
5.1 will be payable by you upon written demand (in addition to the fees payable for the Services so rearranged):
6.1.1 if we are provided with fourteen (14) or more days’ notice before the Visit Date, no administration fee is payable;
6.1.2 if we are provided with between eight (8) days and thirteen (13) days’ notice before the Visit Date, you will pay to us an administration fee equal to 10% of the cost of the Services being rearranged;
6.1.3 if we are provided with between three (3) and seven (7) days’ notice before the Visit Date, you will pay to us an administration fee equal to 25% of the cost of the Services being rearranged; and
6.1.4 if we are provided with two (2) or less days’ notice before the Visit Date, you will pay to us an administration fee equal to 100% of the cost of the Services being rearranged.
6.1.5 No refund will be made once the consultancy or audit process has started, except in exceptional circumstances and then only at the discretion of the Supplier.
7 RIGHTS OF SUPPLIER/SERVICE PROVIDER
7.1 The Supplier reserves the right to adjust the price and specification of any item on the website at its discretion.
7.2 The Supplier reserves the right to withdraw any training or e-learning courses from the website at any time.
7.3 The Supplier shall not be liable to anyone for withdrawing any training or E-learning courses from the Website or for refusing to process an order.
8 TRAINING CANCELLATION POLICY
8.1 Once we have received your booking for face to face training either at your premises or ours you will be liable for the whole fee unless we receive written notification of cancellation. For bookings cancelled under two weeks before a consultancy visit or training course is due to start, 50% of the course fees paid will be refunded or credited to another course. No refund will be made once the training course has started, except in exceptional circumstances and then only at the discretion of the Supplier. Once access to the training service or e-learning course has been made by the customer then no refund will be payable.
8.2 If a trainer fails to attend then a full refund for the course booked will be given.
8.3 All courses - No refund will be made for non-attendance on a course. In the event of a cancellation of a course by Nansen Green Ltd, we will endeavour to inform all participants as soon as possible. All course fees paid will be reimbursed in full, but we are unable to reimburse any other costs which have been incurred.
9.1 The Supplier warrants that the consultancy and training provided under this Agreement shall be provided using reasonable skill and care, and of a quality conforming to generally accepted and industry standards and practices.
9.2 Without prejudice to Clause 7.1, and except as expressly stated in this Agreement, all warranties whether express or implied, by operation of law or otherwise, are hereby excluded in relation to the courses to be provided by the Supplier.
10 ACCESS TO E-LEARNING COURSES
10.1 Following payment or acceptance of order, the Customer will normally be able to access the E-learning courses purchased instantly or within a maximum of 1 working day.
10.2 The Supplier shall not be liable for any losses, costs, damages or expenses incurred by the Customer or any third party arising directly or indirectly out of any failure to deliver the e-learning course.
10.3 Access to the e-learning courses will be as specified in the confirmation email sent to the Customer after payment has been received.
10.4 The Customer must agree to any EULA (End User License Agreement) associated with the e-learning courses or materials purchased.
10.5 Access to the e-learning courses will be 1 year from the date of purchase.
11 ALTERATIONS TO THE COURSES
11.1 The supplier reserves the right to change the specification of any training or e-learning courses at any time. Notice will be given to the Customer who will have the option of cancelling the course and obtain a full refund.
12.1 The Customer shall indemnify the Supplier against all claims, costs and expenses which the Supplier may incur and which arise, directly or indirectly, from the Customer's breach of any of its obligations under this Agreement, including any claims brought against the Supplier alleging that any courses provided by the Supplier infringes a patent, copyright or trade secret or other similar right of a third party.
13 USE OF THE WEB SITE
13.1 Your use of the Website constitutes your agreement to all Terms, Conditions and Notices contained herein or otherwise posted on the Website. If you do not accept any of the provisions of the Terms and Conditions, do not use the Website.
13.2 All rights are reserved. Publication or distribution for commercial purpose of any information contained on the site is expressly forbidden without the prior written consent of Nansen Green Ltd.
14 CANCELLATIONS AND RETURN
14.1 We have the right, without preventing us from relying on any other right or remedy, to terminate the Contract or suspend the performance of the Services (in whole or part) immediately upon written notice at any time if:
14.1.1 you fail to observe or perform any of the terms of the Contract; or
14.1.2 you (being a company) take any step or action in connection with your entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), 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 your assets or ceasing (or threaten to cease) 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; or
14.1.3 you (being an individual) are the subject of a bankruptcy petition, application or order, or die or, by reason of illness or incapacity (whether mental or physical), are incapable of managing your own affairs or become a patient under any mental health legislation.
14.2.1 you attempt to terminate the Contract before the expiry of the Minimum Term or as relevant, the then Additional Term, without giving us the required period of notice as set out in Condition 9.2; or
14.2.2 we terminate the Contract under Condition 12.1,
you will pay to us immediately upon receipt of an invoice a sum equal to the total price of the Services for the unexpired period of the Minimum Term, or as relevant, the then Additional Term, during which you were committed to us to purchase the Services.
14.3 Termination of the Contract, for any reason, will not affect our or your accrued rights, remedies, obligations or liabilities existing at termination.
15 LIMITATION OF LIABILITY
15.1 Except as may be implied by law where the Customer is dealing as a Consumer, in the event of any breach of these Terms and Conditions by the Supplier the remedies of the Customer shall be limited to damages which shall in no circumstances exceed the price of the consultancy support, training or E-learning courses and the Supplier shall under no circumstances be liable for any indirect, incidental or consequential loss or damage whatever. This limit does not apply to any liability we may have for death or personal injury resulting from our negligence or for our fraudulent misrepresentation.
15.2 Nothing in these Terms and Conditions shall exclude or limit the liability of the Supplier for death or personal injury resulting from the negligence of the Supplier or that of the Supplier's agents, employees or sub-contractors.
16 INTELLECTUAL PROPERTY RIGHT
16.1 An Intellectual Property Rights produced from or arising as a result of the performance of this Agreement shall, so far as not already vested, become the absolute property of the Supplier, and the Customer shall do all that is reasonable to ensure that such rights vest in the Supplier by the execution of appropriate instruments or the making of agreements with third parties.
The failure by either party to enforce at any time or for any period any one or more of the Terms and Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all Terms and Conditions of this Agreement.
Complaints will be dealt with fairly, confidentially and speedily. All complaints will be acknowledged within 7 days.
19 GUARANTEE ITEM DESCRIPTIONS
19.1 We are providing our website and its contents on an “as is” basis and make no (and expressly disclaim all) representations or warranties of any kind, express or implied, with respect to our website and the services or products to the fullest extent permitted by law. In particular we do not represent or warrant that the information contained within the services or products is accurate, complete or current. We make every effort to ensure that information contained in our website, databases products and pricing is accurate. However, we can accept no liability for errors or omissions in such information.
20 FORCE MAJEURE
The Supplier shall not be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, , the act or omission of government, highway authorities or any telecommunications carrier, operator or administration or other competent authority, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply, and the Supplier shall be entitled to a reasonable extension of its obligations.
The Customer shall not be entitled to assign its rights or obligations or delegate its duties under this Agreement without the prior written consent of the Supplier.
If any provision of this Agreement is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction such provision shall be severed and the remainder of the provisions herein shall continue in full force and effect as if this Agreement had been agreed with the invalid illegal unenforceable provision eliminated.
23 CHANGES TO TERMS AND CONDITIONS
The Supplier shall be entitled to alter these Terms and Conditions at any time, but this right shall not affect the existing Terms and Conditions accepted by the Customer upon making a purchase.
24 NO THIRD PARTIES
Nothing in this Agreement is intended to, nor shall it confer any rights on a third party.
25.1 Any notice to be given by either party to the other may be served by email, fax, personal service or by post to the address of the other party given in the Service Specification or such other address as such party may from time to time have communicated to the other in writing, and if sent by email shall unless the contrary is proved be deemed to be received on the day it was sent, if sent by fax shall be deemed to be served on receipt of an error free transmission report, if given by letter shall be deemed to have been served at the time at which the letter was delivered personally or if sent by post shall be deemed to have been delivered in the ordinary course of post.
26 ENTIRE AGREEMENT
This Agreement contains the entire agreement between the parties relating to the subject matter and supersedes any previous agreements, arrangements, undertakings or proposals, oral or written. Unless expressly provided elsewhere in this Agreement, this Agreement may be varied only by a document signed by both parties
27 GOVERNING LAW AND JURISDICTION
These Terms and Conditions shall be governed by and construed in accordance with the law of England and the parties hereby submit to the exclusive jurisdiction of the English Courts.