Terms and Conditions
(individually and collectively the “Client”)
Combined Minds Ltd
2 Waindale Crescent
(the “Training Provider”)
The Client is of the opinion that the “Training Provider” has the necessary qualifications, experience and abilities to provide services to the Client.
The Contractor is agreeable to providing such services to the Client on the terms and conditions set out in this Agreement.
IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and the Contractor (individually the “Party” and collectively the “Parties” to this Agreement) agree as follows:
The Client hereby agrees to engage the “Training Provider” to provide the Client with the following services (the “Services”):
Online and Virtual Training Programmes.
The Services will also include any other tasks which the Parties may agree on. The “Training Provider” hereby agrees to provide such Services to the Client.
TERM OF AGREEMENT
The term of this Agreement (the “Term”) will begin on the date of purchase and will remain in full force and effect indefinitely until terminated as provided in this Agreement.
In the event that either Party wishes to terminate this Agreement, that Party will be required to provide 10 days’ written notice to the other Party.
In the event that either Party breaches a material provision under this Agreement, the non-defaulting Party may terminate this Agreement immediately and require the defaulting Party to indemnify the non-defaulting Party against all reasonable damages.
This Agreement may be terminated at any time by mutual agreement of the Parties.
Except as otherwise provided in this Agreement, the obligations of the Contractor will end upon the termination of this Agreement.
The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.
Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in GBP.
The “Training Provider” will charge the Client for the Services as follows (the “Payment”):
A single fee as per the current pricing.
Payment for services will be charged in advance and a receipt provided by the “Training Provider” upon payment transaction.
In the event that this Agreement is terminated by the Client prior to completion of the Services but where the Services have been partially performed, the “Training Provider” will be entitled to retain full payment.
The “Training Provider” will be responsible for all income tax liabilities and National Insurance or similar contributions relating to the Payment and the “Training Provider” will indemnify the Client in respect of any such payments required to be made by the Client.
The “Training Provider” will be solely responsible for the payment of all remuneration and benefits due to the employees and outsourced providers of the “Training Provider”, including any National Insurance, income tax and any other form of taxation or social security costs.
REIMBURSEMENT OF EXPENSES
The “Training Provider” will be reimbursed from time to time for reasonable and necessary expenses incurred by the “Training Provider” in connection with providing the Services.
Pre-approval is not required for expenses.
INTEREST ON LATE PAYMENTS
Interest payable on any overdue amounts under this Agreement is charged at a rate of 10.00% per annum or at the maximum rate enforceable under applicable legislation, whichever is lower.
Confidential information (the “Confidential Information”) refers to any data or information relating to the business of the Client which would reasonably be considered to be proprietary to the Client including, but not limited to, accounting records, business processes, and client records and that is not generally known in the industry of the Client and where the release of that Confidential Information could reasonably be expected to cause harm to the Client.
The “Training Provider” agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which the Contractor has obtained, except as authorised by the Client or as required by law. The obligations of confidentiality will apply during the Term and will survive indefinitely upon termination of this Agreement.
All written and oral information and material disclosed or provided by the Client to the “Training Provider” under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to the “Training Provider”.
OWNERSHIP OF INTELLECTUAL PROPERTY
All intellectual property and related material (the “Intellectual Property”) that is developed or produced under this Agreement, will be the property of the “Training Provider”. The Client is granted a non-exclusive limited-use licence of this Intellectual Property.
Title, copyright, intellectual property rights and distribution rights of the Intellectual Property remain exclusively with the “Training Provider”.
RETURN OF PROPERTY
Upon the expiry or termination of this Agreement, the “Training Provider” will return to the Client any property, documentation, records, or Confidential Information which is the property of the Client.
In providing the Services under this Agreement it is expressly agreed that the “Training Provider” is acting as an independent “Training Provider” and not as an employee. The “Training Provider” and the Client acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service.
RIGHT OF SUBSTITUTION
Except as otherwise provided in this Agreement, the “Training Provider” may, at the “Training Provider’s” absolute discretion, engage a third party sub-contractor to perform some or all of the obligations of the “Training Provider” under this Agreement and the Client will not hire or engage any third parties to assist with the provision of the Services.
In the event that the “Training Provider” hires a sub-contractor:
the “Training Provider” will pay the sub-contractor for its services and the Compensation will remain payable by the Client to the “Training Provider”.
for the purposes of the indemnification clause of this Agreement, the sub-contractor is an agent of the “Training Provider”.
Except as otherwise provided in this Agreement, the “Training Provider” will have full control over working time, methods, and decision making in relation to provision of the Services in accordance with the Agreement. The “Training Provider” will work autonomously and not at the direction of the Client. However, the “Training Provider” will be responsive to the reasonable needs and concerns of the Client.
Except as otherwise provided in this Agreement, the “Training Provider” will provide at the “Training Provider’s” own expense, any and all tools, machinery, equipment, raw materials, supplies, workwear and any other items or parts necessary to deliver the Services in accordance with the Agreement.
The Parties acknowledge that this Agreement is non-exclusive and that either Party will be free, during and after the Term, to engage or contract with third parties for the provision of services similar to the Services.
All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the Parties at the following addresses:
Combined Minds Ltd
2 Waindale Crescent
or to such other address as either Party may from time to time notify the other.
Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement.
MODIFICATION OF AGREEMENT
Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorised representative of each Party.
TIME OF THE ESSENCE
Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.
The “Training Provider” will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Client.
It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.
This Agreement will be governed by and construed in accordance with the laws of England.