Silverback Training Terms & Conditions

(these “Terms and Conditions”)

  1. Definitions

In this Agreement:

  • the following terms shall have the following meanings unless the context otherwise requires:
“Agreement” the contract between us and you for the supply of Services in accordance with the Order and these Terms and Conditions;
“Business Day” any day other than: (i) a Saturday; (ii) a Sunday; or (iii) a day when the clearing banks in the City of London are not physically open for business.
“Commencement Date” has the meaning given to it in Clause 2.2;

 

“Fees” the fees payable by you to us for the provision of the Services;
“Intellectual Property Rights” copyright and related rights, trade marks and service marks, trade names and domain names, rights under licences, rights in get-up, rights to goodwill or to sue for passing off or unfair competition, patents, rights to inventions, rights in designs, rights in computer software, database rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;
“Order” your order to us for you to receive from us certain services, submitted either online through our website hosted at [www.silverbacktraininguk.com] or by telephone on [08445617939]
“Party” us or you, and “Parties” means both of us and you;
“Services” the services we are to provide to you under this Agreement, as stipulated in the Order;
“Specification” the description or specification of the Services which appears at [www.silverbackuk.com]
“we”, “us” or “our” Silverback Events Ltd, a company incorporated in England under company registration number 7544391 whose registered office is at The Press Rooms, F89 23 New Mount Street, Manchester, M4 4DE; and
“you” or “your” the purchaser of services from us under this Agreement;

 

  • references to “Clauses” are to clauses of these Terms and Conditions;
  • the headings are inserted for convenience only and shall not affect the construction or interpretation of this Agreement;
  • a “person”includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
  • a reference to a Party includes its personal representatives, successors or permitted assigns;
  • words imparting the singular shall include the plural and vice versa. Words imparting a gender shall include the other gender and the neutral and references to persons shall include an individual, company, corporation, firm, partnership, trust, association, government or local authority department or other authority or body (whether corporate or unincorporated);
  • a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;
  • any phrase introduced by the terms “including”, “include”, “in particular”or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
  • a reference to “writing”or “written” includes in electronic form and similar means of communication (except under Clause 11).
  1. Agreement
    • The Order constitutes an offer by you to purchase the Services from us in accordance with these Terms and Conditions.
    • The Order shall only be deemed to be accepted by us when we issue written acceptance of the Order at which point and on which date this Agreement shall come into existence (the “Commencement Date”). If you make a payment of the Fees to us in advance at the time that you place the Order, we reserve the right to return that payment to you, and reject the Order, at any time up to the point at which we issue a written acceptance of the Order.
    • This Agreement constitutes the entire agreement between the Parties. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given by us or on our behalf which is not set out in this Agreement.
    • Any descriptive matter or advertising issued by us, and any descriptions or illustrations contained in our catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. Unless expressly stated otherwise within this Agreement, they shall not form part of this Agreement or have any contractual force.
    • These Terms and Conditions apply to this Agreement to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. Any terms and conditions attached or referred to in any purchase order that you supply to us (other than the Order) shall be purely for your administrative purposes and shall not form part of this Agreement.
  2. Supply of the Services
    • We shall supply the Services to you in accordance with the Specification in all material respects.
    • We shall use our reasonable endeavours to meet any performance dates specified in the Order (or to which we otherwise agree) for the provision of the Services, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services. Where we agree to perform any Services on a particular date (for example, a training course), we reserve the right to move the performance of those Services to a different date on the provision of reasonable notice to you. (Minimum 5 working days notice can be given). It is your responsibility to ensure that you receive any Services you require within any relevant timeframe for your purposes, and, subject to Clause 1, we shall not be liable if any postponement or cancellation of the Services by us means that you miss any deadline or breach any timetable with which you are required to comply.
    • We shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and we shall inform you in any such event.
    • We warrant to you that the Services will be provided using reasonable care and skill.
  3. Your obligations
    • You shall:
      • ensure that the terms of the Order are complete and accurate;
      • co-operate with us in all matters relating to the Services;
      • provide us, our employees, agents, consultants and subcontractors, with access to your premises, office accommodation and other facilities as reasonably required by us for the provision of the Services;
      • provide us with such information and materials as we may reasonably require in order to supply the Services, and ensure that such information is accurate in all material respects;
      • prepare your premises for the supply of the Services (if necessary) in accordance with our reasonable instructions; and
      • obtain and maintain all necessary licences, permissions and consents which may be required before the date on which the Services are to start.
    • It is your responsibility to ensure that the Services are sufficient and suitable for your purposes. It is your responsibility to ensure that:
      • any decision or implementation made by you and your employees, agents and other contractors as a result of any advice, recommendation or course of action proposed in the provision of the Services by us is made in your best interests; and
      • the process of making such decision or implementation by you and your employees, agents and other contractors is made in compliance with your relevant risk strategy;

and you bear absolute responsibility (and, subject to Clause 8.1, we shall not be liable) for such decision and/or implementation and the consequences of any such decision and/or implementation.

  • If the performance of any of our obligations under this Agreement is prevented or delayed by any act or omission by you or failure by you to perform any relevant obligation (“Customer Default”):
    • we shall, without limiting our other rights or remedies whether under this Agreement or at law, have the right to suspend performance of the Services until you remedy the Customer Default, and to rely on the Customer Default to relieve us from the performance of any of our obligations to the extent the Customer Default prevents or delays our performance of any of its obligations;
    • we shall not be liable (subject to Clause 1) for any costs or losses sustained or incurred by you arising directly or indirectly from our failure or delay to perform any of our obligations as set out in this Clause 4.2; and
    • you shall reimburse us on written demand for any costs or losses sustained or incurred by us arising directly or indirectly from the Customer Default.
  1. Fees
    • The Fees shall be on a time and materials basis:
      • the Fees shall be calculated in accordance with our standard daily fee rates, as set out in the Specification;
      • our standard daily fee rates for each individual are calculated on the basis of an eight-hour day from [9.00 am to 5.00 pm] worked on Business Days;
      • we shall be entitled to charge an overtime rate of [10]% of the standard daily fee rate on a pro-rata basis for each part day or for any time worked by individuals whom we engage on the Services outside of the hours referred to in Clause 1.2; and
      • we shall be entitled to charge you for any expenses reasonably incurred by the individuals whom we engage in connection with the Services including travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by us for the performance of the Services, and for the cost of any materials.
    • You shall pay the Fees to us at such times and in such instalments as we may direct from time to time. Unless set out otherwise in this Agreement, we may issue invoices to you for the Fees at such intervals as we may, in our absolute discretion, consider appropriate.
    • You shall pay us by any payment method that we may stipulate from time to time. No payment shall be considered paid until we have received it in cleared funds in full. We may require payment at the time you submit your Order, whether that is online or by telephone.
    • All sums due under this Agreement are exclusive of VAT or other sales, import or export duties or taxes (if applicable) which shall be payable in addition at the same time as payment of any sums due.
    • Payment of all sums due under this Agreement shall be in the currency in force in England from time to time or such other currency as we may stipulate from time to time for the Fees.
    • You may cancel this Agreement, and receive a full refund of the relevant Fees, at any time up to 14 days prior to the date on which we are to provide the Services to you (for example, the date on which we will run the relevant training course on which you would like a place); if you cancel within 14 days of such date, you will not receive a refund of any Fees and you will be responsible for full payment of the Fees to us in respect of those Services.
    • If you are late in paying any part of any monies due to us under this Agreement and such payment remains outstanding for seven days following us providing notice to you of such outstanding payment, we may (without prejudice to any other right or remedy available to us whether under this Agreement or by any statute, regulation or bye-law) do any or all of the following:
      • charge interest and other costs on the overdue amount due but unpaid at the annual rate of interest set under Section 6 of the Late Payment of Commercial Debts (Interest) Act 1998 from time to time from the due date until payment (after as well as before judgment), such interest to run from day to day and to be compounded monthly;
      • recover our costs and expenses and charges (including legal and debt collection fees and costs) in collecting the late payment; and
      • suspend performance of this Agreement until payment in full has been made.
    • You shall pay all amounts due under this Agreement in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law).
  2. Intellectual Property Rights

All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by us.

  1. Confidentiality

A Party (the “Receiving Party”) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Receiving Party by the other Party (“Disclosing Party”), its employees, agents or subcontractors, and any other confidential information concerning the Disclosing Party’s business, its products and services which the Receiving Party may obtain. The Receiving Party shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the Receiving Party’s obligations under this Agreement, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this Clause 7 as though they were a Party. The Receiving Party may also disclose such of the Disclosing Party’s confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction. The provisions of this Clause 7 shall continue to apply after termination of this Agreement.

  1. Limitation of liability
    • Nothing in this Agreement shall limit or exclude our liability for:
      • death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors;
      • fraud or fraudulent misrepresentation; or
      • breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
    • Subject to Clause 1:
      • we shall under no circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with this Agreement; and
      • our total liability to you in respect of all other losses arising under or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the amount payable by you to us under the Order for the relevant Services in respect of which the claim has arisen.
    • The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from this Agreement.
    • This Clause 8shall continue to apply after termination of this Agreement.
  2. Termination
    • This Agreement shall commence on the Commencement Date and, unless terminated earlier in accordance with the termination provisions under this Agreement, shall continue in full force and effect until the latest of:
      • the completion of the provision of the Services as specified in the Order, in accordance with this Agreement; or
      • the conclusion of payment of all sums due under this Agreement.
    • Without prejudice to any of our rights or remedies whether under this Agreement or at law, we may terminate this Agreement with immediate effect (or such other notice period as we see fit at our absolute direction) by giving notice to you if you fail to pay any amount due under this Agreement on the due date for payment and such amount remains in default not less than seven days after being notified to make such payment.
    • Either Party may terminate this Agreement immediately by notice in writing to the other Party if:
      • the other Party is in material breach of any of its obligations under this Agreement, and, where such material breach is capable of remedy, the other Party fails to remedy such breach within a period of 10 Business Days of being notified of such breach by the Party; and/or
      • the other Party gives notice to any of its creditors that it has suspended or is about to suspend payment or if it shall be unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986, or an order is made or a resolution is passed for the winding-up of the other Party or an administration order is made or an administrator is appointed to manage the affairs, business and property of the other Party or a receiver and/or manager or administrative receiver is appointed in respect of all or any of the other Party’s assets or undertaking or circumstances arise which entitle the court or a creditor to appoint a receiver and/or manager or administrative receiver or administrator or which entitle the court to make a winding-up or bankruptcy order or the other Party takes or suffers any similar or analogous action in consequence of debt in any jurisdiction.
    • Termination of this Agreement shall be without prejudice to any accrued rights or remedies of either Party.
    • Termination of this Agreement shall not affect the coming into force, or continuance in force, of any provision which is expressly or by implication intended to come into or continue in force on or after such termination.
    • On termination of this Agreement for any reason, we shall cease to provide the Services under this Agreement.
    • Clauses 1, 5, 6, 7, 4, 9.5, 9.6, 9.7, 10.3, 11, 12, 13, 14, 15, 16, 17 and 18 shall survive any termination of this Agreement for any reason.
  3. Force Majeure
    • Force Majeure Event” means an event beyond our reasonable control including strikes, lock-outs or other industrial disputes (whether involving our workforce or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
    • Subject to Clause 1, we shall not be liable to you as a result of any delay or failure to perform our obligations under this Agreement as a result of a Force Majeure Event.
    • If the Force Majeure Event prevents us from providing any of the Services for more than four weeks, we shall, without limiting our other rights or remedies whether at law or under this Agreement, have the right to terminate this Agreement immediately by giving written notice to you.
  4. Notices
    • Any notice given to either Party under or in connection with this Agreement shall be in writing, addressed to the relevant Party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that Party may have specified to the other Party in writing, and shall be delivered personally, sent by pre-paid first class post, recorded delivery or commercial courier.
    • A notice shall be deemed to have been received: if delivered personally, when left at the address referred to in Clause 1; if sent by pre-paid first class post or recorded delivery, at 9.00 am on the second Business Day after posting; or, if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed.
    • The provisions of this Clause 11 shall not apply to the service of any proceedings or other documents in any legal action.
  5. Assignment

You may not assign, transfer, charge or otherwise encumber, create any trust over, or deal in any manner with, this Agreement or any right, benefit or interest under it, nor transfer, novate or sub-contract any of your obligations under it, without our prior written consent (such consent not to be unreasonably withheld or delayed).

    • If any court or competent authority finds that any provision of this Agreement (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of this Agreement shall not be affected.
    • If any invalid, unenforceable or illegal provision of this Agreement would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
  1. Waiver

A waiver of any right or remedy under this Agreement is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a Party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

  1. Third party rights

A person who is not a Party shall not have any rights under or in connection with this Agreement.

  1. Variation

This Agreement may not be varied except by a written document signed by or on behalf of each of the Parties.

  1. No partnership

Nothing in this Agreement shall constitute a partnership or employment or agency relationship between the Parties.

  1. Governing law and jurisdiction
    • This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England.
    • The Parties irrevocably agree that the courts of England shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation.