Training Terms and Conditions

Majestic Site Management Ltd

Terms & Conditions for Supply of Training Services

1. Interpretation

The following definitions and rules of interpretation apply in this Contract.

1.1 Definitions:

Booking Form: the form provided on the Supplier’s website to allow the Client to book the Services.

Business Day: a day other than a Saturday, Sunday, or public holiday in England, when banks in London are open for business.

Charges: the charges payable by the Client for the supply of the Services in accordance with Clause 5.

CITB: Construction Industry Training Board.

Commencement Date: has the meaning given in Clause 2.1.

Clause: means a clause in the contract.

Client Default: has the meaning given in Clause 4.2.

Client: a commercial entity which includes but is not limited to any individual (including sole trader), partnership or organisation that carries out business who books the Services.

Conditions: these terms and conditions as amended from time to time in accordance with Clause 19.2.

Contract: the contract between the Supplier and the Client for the supply of Services in accordance with these Conditions.

Data Controller: has the meaning set out in GDPR Article 24 and section 1(1) of the Data Protection Act 1998.

Data Subject: an individual who is the subject of Personal Data.

Force Majeure Event: has the meaning given to it in Clause 14.

GDPR: General Data Protection Regulation.

Intellectual Property: Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trademarks and service marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, 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.

Learners: the person or persons (who can be the Client, their employee, subcontractor, servant, agent, trainee, or student) who are learning a subject or skill.

Materials: means handouts, course notes and copies of presentations and includes both paper and electronic versions thereof.

Order: the Client’s order for the supply of Services, as set out in the online Booking Form completed by the Client.

Personal Data: has the meaning set out in GDPR Article 4.1 and section 1(1) of the Data Protection Act 1998 and relates only to personal data, or any part of such personal data, in respect of which the Client is the Data Controller and in relation to which the Supplier is providing Services under the Contract.

Processing and process: have the meaning set out GDPR Article 4.2 and section 1(1) of the Data Protection Act 1998.

Services: means the course(s), to be provided by the Supplier under the Contract, as set out in the Specification.

Service Specification: the description or specification for the Services provided by the Supplier to the Client.

Supplier: Majestic Site Management Ltd registered in England and Wales with company number 11839107 who are a training provider.

Trainer: means the person delivering the Training Services, including subcontractors.

VAT: means Value Added Tax.

Venue: means the place or location where the Services are to be provided.

1.2 Interpretation:

(a) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

(b) A reference to a party includes its personal representatives, successors and permitted assigns.

(c) A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.

(d) Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

(e) A reference to writing or written includes faxes and emails.

Basis of the Contract

2.1 The term of this Contract shall commence on the date the Client agrees to these terms, and shall continue for the period until the Supplier concludes providing the Services or until terminated accordance with Clause 9 below.

2.2 These terms and conditions apply to the Contract (and shall prevail) to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

2.3 Any samples, drawings, descriptive matter, or advertising issued by the Supplier and any descriptions of the Services and Materials or descriptions of the Services contained on the Supplier’s website or other advertising materials are issued or published for the sole purpose of giving an approximate idea of the Services in them. They shall not form part of the Contract or have any contractual force.

Supply of Services

3.1 The Supplier shall perform and deliver Learning Services to the Client as per Services specified within the Booking Form for the duration of the Contract.

3.2 The Learning Services which the Supplier is able to provide and are subject to this Contract, are as follows:

Training Courses;
CITB Courses.

3.3 The Supplier shall perform the Learning Services in accordance with and subject to the terms and conditions of this Contract.

3.4 The Supplier shall meet any performance dates for the Services specified in the Booking Form (subject to Clause 3.7).

3.5 The Client shall provide such necessary information for the provision of the Services as the Supplier may reasonably request.

3.6 The Supplier shall use all reasonable endeavours to meet any performance dates specified in the Booking Form, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.

3.7 The Supplier will be unable to supply the Services if the Client fails to provide a sufficient number of Appropriate Learners (less than 4 and no more than 20). The Supplier will not be liable for the Client’s failure in such circumstances and the Client will be required rebook and pay the appropriate fee. Please note that the Client will be liable for the Cancellation Fee as per Clause 5.2.

3.8 The Supplier reserves the right to amend the Specification if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and the Supplier shall notify the Client in any such event.

Client Obligations

4.1 The Client shall:

ensure that the terms of the booking and any information it provides in the Service Specification are complete and accurate;
co-operate with the Supplier in all matters relating to the Services;
provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
ensure they and the Learners behave in a professional and respectful manner to the Supplier and any Trainer and fellow Learners (and not engage in activities such as bullying, verbal abuse or intimidating behaviour)
ensure the Learners have a basic understanding of English and numeracy skills;
ensure they (and/or their Learners) are punctual;
ensure the Learners do not use mobile phones whilst the Services are being provided;

ensure there is an appropriate number of Learners to allow the Services to be provided (see Clauses 3.7 & 5.2)
ensure that any venue provided to the supply the Services has working gas and electricity;
ensure the venue provided is of sufficient size for the group who are attending (failure to do so will result in a cancellation see Clauses 5.2 & 9);
(where applicable) provide the Supplier with refreshments (tea and coffee), toilets, security and ensure that there are appropriate Health and Safety levels maintained at the venue;
obtain and maintain all necessary licences, access, planning, permissions, and consents which may be required for the Services before the date on which the Services are to start;
provide the Supplier with all relevant Notification periods, in good time;
comply with all applicable laws, including health and safety laws.

4.2 If the Supplier’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation (Client Default):

without limiting or affecting any other right or remedy available to it, the Supplier shall have the right to suspend performance of the Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations in each case to the extent the Client Default prevents or delays the Supplier’s performance of any of its obligations;
the Supplier shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from the Supplier’s failure or delay to perform any of its obligations as set out in this Clause 4.2;
the Client shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Client Default.

Charges and Payment Terms

5.1. The Charges for the Services shall be set out in the Supplier’s Booking Form and shall be charged in the following manner:

payable in in advance at time of booking via website.

5.2 If the Client cancels the contract they will be liable to pay the following fees:

within 7 days of (or during the course of) the agreed Services commencement date – 100% of the agreed fee for the Services;
within 8-21 days of the agreed Services commencement date (or first day if course is more than 1 day) - 50% of the agreed fee for the Services;
within 22-27 days of the agreed Services commencement date (or first day if course is more than 1 day) - 25% of the agreed fee for the Services;
28 days + from the agreed Services commencement date – there will be no cancellation fee and a full refund will be provided.

Please note that any applicable cancellation fee will be taken from the Booking Fee paid, with any applicable refund in addition to this to be issued by the Supplier within 14 days of cancellation.

5.3 All amounts payable by the Client under the Contract are inclusive of amounts in respect of value added tax chargeable from time to time (VAT).

5.4 The Client shall pay each the applicable fee at the point of booking, via the Suppliers website and time for payment shall be of the essence of the Contract.

5.6 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

Warranties

6.1 The Supplier warrants to the Client that services will be performed by appropriately trained to the qualification guidelines personnel (Trainers).

6.2 The Supplier warrants to the Client that any information supplied to the Client under the Services is true, accurate and complete at the time of delivery and to the best of their knowledge and belief.

6.3 The Supplier warrants to the Client that it will comply with all applicable regulations or other legal requirements within England and Wales concerning the performance of the Services.

6.4 Except for the warranties stated in this Section, Supplier expressly does not warrant that the operation of Services shall be uninterrupted or error-free.

Limitation of Liability

7.1 Nothing in the Contract shall limit or exclude the Supplier’s liability for:

death or personal injury caused by its negligence, or the negligence of its 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) or any other liability which cannot be limited or excluded by applicable law.

7.2 Subject to Clause 7.1, the Supplier shall not be liable to the Client (or Learners), whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:

loss of profits;
loss of sales or business;
loss of agreements or contracts;
loss of anticipated savings;
loss of use or corruption of software, data, or information;
any delays due to the Leaner failing to provide appropriate ID;
any damage or losses (or associated claims) as a result of the Services delivered by sub-contractor Trainers;
loss of or damage to goodwill; and
any indirect or consequential loss.

7.3 Subject to Clause 7.1, the Supplier’s total liability to the Client, whether in contract, tort (including negligence), breach of statutory duty or otherwise, arising under or in connection with the Contract, shall be limited to 100% of the total charges paid under the Contract.

7.4 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and 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 the Contract.

7.5 All claims against Supplier must be brought within (one) 1 year after the cause of action arises and the Client waives any statute of limitations which might apply by operation of law or otherwise.

7.6 This Clause 7 shall survive termination of the Contract.

Insurance

8.1 During the term of the Contract, the Supplier shall maintain in force, with a reputable insurance company, professional indemnity insurance and public liability insurance to cover the liabilities that may arise under or in connection with the Contract and shall, on the Client’s request, produce both the insurance certificate giving details of cover and the receipt for the current year’s premium in respect of each insurance.

Termination

9.1 Without affecting any other right or remedy available to it, either party may terminate the Contract prior to commencement by giving the other party 28 days written notice.

9.2 Without affecting any other right or remedy available to it, the Client may terminate the Contract with immediate effect by providing written notice to the Supplier if:

the Supplier commits a material breach of its obligations under the Contract and (if such breach is remediable) fails to remedy that breach within 48 hours after receipt of notice in writing to do so;
the Supplier takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its 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 its assets or ceasing to carry on business;
the Supplier suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business.

9.3 Without affecting any other right or remedy available to it, Supplier may terminate the Contract with immediate effect by giving written notice to the other party if:

the Client commits a material breach (including breach of the terms stipulated at Clause 11.2);
(where applicable) the Client fails to provide a venue of suitable size for the amount of Learners;
the Client fails to pay any amount due under the Contract on the due date for payment;
the Client’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy;
the Supplier is unable to deliver the services due to the Trainer being unable to attend and provide the Services due to unforeseen circumstances. In such a scenario the Supplier will provide a refund in full.

9.4 Without affecting any other right or remedy available to it, the Supplier may suspend the supply of Services under the Contract or any other contract between the Client and the Supplier, if the Client fails to pay any amount due under the Contract on the due date for payment, the Client becomes subject to position stated in Clause 9.3(c) or the Supplier reasonably believes that the Client is about to become subject to it.

CONSEQUENCES OF TERMINATION

10.1 On termination of the Contract:

the Client shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices (including any applicable cancellation fee in accordance with Clause 5.2) and, in respect of Services and Materials supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Client immediately on receipt;
the Client shall return all of the Supplier Materials which have not been fully paid for or the Supplier deems are required to be returned. If the Client fails to do so, then the Supplier may enter the Client’s premises and take possession of them. Until they have been returned, the Client shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract.

10.2 Termination or expiry of the Contract shall not affect any rights, remedies, obligations, or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.

10.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.

Use of Materials

11.1. The Client is not permitted to commercially disseminate the Materials provided by the Supplier, save for where allowed within this Contract. The Client (and its Learners) is granted a non-exclusive limited licence to use the Materials as follows:

For all personal purposes exclusively within the Client’s organisation;
To share knowledge gained from the Materials within the Client’s organisation;
In order to do so copies may be made of the Materials for use within the Client’s organisation.

11.2. The Client is granted a non-exclusive limited licence to use the Materials for the purposes of the Contract, however the non-exclusive licence expressly prevents the Client from:

Copying, utilising, or otherwise extracting parts of the Materials in order to create new materials without express written consent from the Supplier;
Creating new materials, copying, utilising, or otherwise extracting parts of the Materials where express consent has been obtained to do so, without making full written acknowledgement of copyright to the Supplier;
Selling the Material in any form or using or permitting any person to use the Materials to deliver training to any person or persons;
Copying or storing the Materials in an electronic retrieval system to which other persons could obtain access;
Providing to and/or selling the Materials to sub Clients to use and plagiarise;
This licence provided pursuant to this Contract is personal to the Client and may not be assigned, sub-licensed or otherwise transferred without our prior written permission from the Supplier.

11.3 The Client accepts that where a breach of the non-exclusive licence provided occurs, to claim damages alone would be insufficient and the Client therefore agrees that in the event the licence terms are breached Supplier is entitled to pursue additional legal remedies in addition to bringing a claim for damages including but not limited to obtaining an injunction to prevent the dissemination of the Materials.

11.4 The Supplier and/or any of their employees, servants, agents, and sub-contractors shall not be liable to the Client or any other third party for any losses or damages whatsoever or howsoever arising in connection with the Client’s or any third party's use of the Materials.

Data Protection and Data Processing

12.1 The Client and the Supplier acknowledge that for the purposes of General Data Protection Regulation (GDPR), the Client is the Data Controller, and the Supplier is the Data Processor in respect of any Personal Data.

12.2 The Supplier shall process the Personal Data only in accordance with the Client’s instructions from time to time and shall not process the Personal Data for any purposes other than those expressly authorised by the Client.

12.3 The Supplier shall take reasonable steps to ensure the reliability of all its employees who have access to the Personal Data.

12.4 Each party warrants to the other that it will process the Personal Data in compliance with all applicable laws, enactments, regulations, orders, standards, and other similar instruments.

12.5 The Supplier warrants that, having regard to the state of technological development and the costs of implementing any measures, it will:

take appropriate technical and organisational measures against the unauthorised or unlawful processing of Personal Data and against the accidental loss or destruction of, or damage to, Personal Data to ensure a level of security appropriate to:
1. the harm that might result from such unauthorised or unlawful processing or accidental loss, destruction, or damage; and

the nature of the data to be protected.

take reasonable steps to ensure compliance with those measures.

12.6 Each party agrees to indemnify and keep indemnified and defend at its own expense the other party against all costs, claims, damages, or expenses incurred by the other party or for which the other party may become liable due to any failure by the first party or its employees or agents to comply with any of its obligations under this Clause 12.

12.7 The Client acknowledges that the Supplier is reliant on the Client for direction as to the extent to which the Supplier is entitled to use and process the Personal Data. Consequently, the Supplier will not be liable for any claim brought by a Data Subject arising from any action or omission by the Supplier, to the extent that such action or omission resulted directly from the Client’s instructions.

Confidentiality

13.1 Each party undertakes that it shall not at any time during the Contract, and for a period of five years after termination of the Contract, disclose to any person any confidential information concerning the business, affairs, Clients, clients or suppliers of the other party, except as permitted by (Clause 13.2).

13.2 Each party may disclose the other party’s confidential information:

to its employees, officers, representatives, subcontractors, or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this Clause 13; and
as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

13.3 Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.

Force Majeure

14.1 Neither party shall be liable for failure to perform, nor be deemed to be in default, under this Contract for any delay or failure in performance resulting from causes beyond its reasonable control, including but not limited to acts of God, acts of Governmental authorities, acts of terrorism, natural catastrophe, fire, storm, flood, earthquake, riot, insurrection, civil disturbance, sabotage, embargo, blockade, acts of war, accident, epidemics, pandemics, lightning damage, electromagnetic interference, radio interference, strikes, industrial dispute, power failure or any other cause beyond its reasonable control.

14.2 In the event of such delay, the date of delivery or time of completion will be extended by a period of time reasonably necessary to overcome the effect of any such delay.

Publicity

15.1 The Supplier may use the Client’s (and Learners) name or mark and identify Client as a Client of the Supplier, on Supplier’s website and/or marketing materials. The Supplier may issue a press release, containing Client’s name, related to any award under this Contract.

15.2 Neither party will use the other party’s name or marks, refer to or identify the other party for any other reason, except as established in this section, without such other party’s written approval. Any approval required under this Section shall not be unreasonably withheld or delayed by either party.

Assignment

16.1 The Supplier may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract. The Supplier shall have written agreement(s) with its subcontractors that contain, at a minimum, clauses that are the same as or comparable to the sections of this Contract regarding ownership rights and confidentiality of Client’s materials.

16.2 The Client shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract.

Intellectual Property

17.1 All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any Client Materials) shall be owned by the Supplier.

17.2 The Supplier grants to the Client, or shall procure the direct grant to the Client of, a fully paid-up, worldwide, non-exclusive, royalty-free licence during the term of the in accordance with Clause 11.2.

17.3 The Client shall not sub-license, assign or otherwise transfer the rights granted in Clause 17.2.

Law and Jurisdiction

18.1 This Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of England.

18.2 The parties hereby irrevocably agree to submit to the exclusive jurisdiction of the Courts of England and Wales to settle any dispute or claim (including non-contractual disputes or claims) that arises out of or in connection within this Contract or its subject matter or formation.

General Terms

19.1 Entire Agreement

The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations, and understandings between them, whether written or oral, relating to its subject matter.

19.2 Variation

Except as set out in these Conditions, no variation of the Contract shall be effective unless it is agreed in writing and signed by the parties (or their authorised representatives).

19.3 Waiver

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

19.3 Severance

If any provision or part-provision of the Contract is or becomes invalid, illegal, or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.

19.4 Notices

Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office or sent by fax to its main fax number or sent by email to [email protected]
A notice or other communication shall be deemed to have been received: if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or, if sent by fax or email, at 9.00 am on the next Business Day after transmission.
This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.

19.5 Third party rights.

Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.