Merseyside Fire & Rescue Service - Training & Development Academy
Terms and Conditions
MERSEYSIDE FIRE & RESCUE AUTHORITY
TERMS AND CONDITIONS FOR TRAINING SERVICES
1. DEFINITIONS
"Agreement" means these terms and conditions and
(i) the Booking Form completed by the Client
(ii) the Proposal.
(iii) The Health Declaration Form
“Authority” means Merseyside Fire & Rescue Authority.
“Booking Form” means the booking form issued to the Client by the Authority or obtained by the Client from the Authority’s website .
“Charges” means the charges for the Training Services set out in the Booking Form or the Proposal.
“the Client” means the client identified in the Booking Form or the Proposal.
"Clause" means a clause in these terms and conditions.
“the Date(s) for the Training Services” means the date(s) upon which the Training Services are to take place as set out in the Booking Form or the Proposal.
“Delegates” means the Client’s staff who are to receive the Training Services as set out in the Booking Form or the Proposal.
“Expenses” means expenses incurred in respect of travel and accommodation wholly and necessarily for the purposes of the Agreement as may be identified in a Proposal.
“Health Declaration Form” means the form referred to at clause 12.2
“Personal Data” means the data which relates to a living individual who can be identified from that data or from that data and other information and which is provided to the Authority by the Client.
“Proposal” means the proposal or itinerary for Training Services accompanying these terms and conditions
“the Trainer” means the person delivering the Training Services.
“the Training Location” means the place at which the Training Services are to be provided by the Authority as set out in the Booking Form or the Proposal.
“Training Services” means the training services set out in the Booking Form or the Proposal.
2. TRAINING SERVICES AND LOCATION
2.1. The submission of the Booking Form by the Client to the Authority (with a relevant Purchase Order), which includes available course dates and accurate charges, constitutes an official booking for the Training Services by the Client, to which the terms and conditions as set out in this agreement shall apply.
2.2. The Authority shall provide the Training Services on the Date(s) for the Training Services and in accordance with these terms and conditions.
2.3. Up until 72 hours before the Training Services are due to commence, the Authority may by notice in writing alter the Training Location provided that the new location is within 10 miles of the original location.
3. TRANSFERS, CANCELLATION AND POSTPONEMENT
3.1 If the Client cancels the Training Services or if a Delegate identified in a Booking Form or a Proposal wishes to cancel or transfer to another course, the following fees shall be due:
[28] working days
25% of the total course fee
[14] working days
50% of the total course fee
[7] working days or
100% of the total course fee
3.1. A suitable substitute delegate may be provided at no cost.
3.2. Notification of any cancellation or transfer must be made in writing to the Commercial Training Manager at the Training & Development Academy, Storrington Avenue, Croxteth, Liverpool L11 9AP.
4. DELEGATES
4.1 Delegates shall conduct themselves properly and act reasonably throughout the Training Services. The Authority may remove a Delegate from a course, where, in the opinion of the Trainer (whose decision shall be final) the Delegate is behaving unreasonably or their conduct is unacceptable.
4.2 No refund will be payable where a delegate is removed from the course pursuant to clause 4.1
5. CHARGES AND PAYMENT
5.1. The Charges for Training Services which are subject to a Booking Form shall be due upon booking.
5.2. All course fees must be paid in full prior to the course commencement date or within 30 days from the date of the Authority’s official invoice
5.3. The Charges for the Training Services which are subject to a Proposal and related Expenses must be paid in full prior to the course commencement date or within 30 days from the date of the Authority’s official invoice. Any additional expenses arising from courses delivered must be paid in full within 30 days from the date of the Authority’s official invoice.
5.4. The Client shall pay the Charges without deduction or set-off.
5.5. Sums due under this Agreement are exclusive of VAT which shall be payable by the Client.
5.6. In the event the Client fails to make payment in accordance with this Agreement, the Authority may :-
5.6.1. charge businesses interest at the statutory interest rate specified in the Late Payment of Commercial Debts (Interest) Act 1998 and amendments thereto per month or part thereof on the unpaid sum for that period the sum remained properly due before and after any court judgement; and/or
5.6.2. by notice in writing suspend or cancel supply of the Training Services and/or.
5.6.3 seek to recover the payment through the debt recovery process by issuing a claim in Court and claiming interest from the date payment was due under the Late Payment of Commercial Debts (Interest) Act 1998 or the County Court Act 1984 dependant on the type of debt outstanding.
6. LIABILITY AND ITS EXCLUSION AND LIMITATION
6.1. This Clause 6 sets out the entire liability of and exclusion thereof by the Authority under and/or in connection with this Agreement and in respect of breach of this Agreement or statutory duty, representations, statements or tortuous act or omission including negligence.
6.2. In no event shall the Authority be liable for (whether direct or indirect) any loss of contracts, profits, anticipated savings, revenue, goodwill, business, loss or corruption of data or software programs, financing expenses, interruption in the use or availability of data, stoppage to other work or consequential losses, nor for any indirect losses.
6.3. Subject to clause 6.4, the Authority’s liability shall not exceed the Charges.
6.4. Nothing in this agreement shall restrict or exclude liability for death or personal injury caused by the negligence of the Authority or the Client.
6.5. Each provision of this clause shall survive independently.
6.6. Nothing in this Agreement shall operate to limit or exclude any liability of the Authority which cannot be excluded and or limited by law.
6.7. Clause 6 shall apply before and after any termination of this Agreement.
7. INSURANCE
The parties shall carry public liability insurance for a minimum amount of five million pounds for each and every claim and shall provide evidence of this cover prior to the course commencement date. The Authority reserves the right to suspend or cancel the training services if the required certification of public liability insurance cannot be produced.
8. ADVERTISING
8.1. The Authority may make reference to a Client’s contract within any proposal to further clients, provided only fundamental facts are divulged and not proprietary and confidential information.
8.2. The Authority may store the details of the Client for the purpose of advising them of the availability of further courses in the future.
8.3 The Authority may use photographs and footage taken during the Training Services for the advertisement and promotion of its future training services.
9. CONFIDENTIALITY
The parties shall treat as and keep confidential all information whether of a technical, commercial or any other nature relating to the other party and shall not, during the period of this Agreement, or at any time after its termination, divulge any such information to any person not authorised by the divulging party to receive it and shall not utilise any secret or confidential knowledge or information acquired in connection with this Agreement to the detriment or prejudice of the other party or use the same for any purposes save for the purposes of this Agreement or as required by an order of court or as required by the provisions of the Freedom of Information Act 2000.
10. DATA PROTECTION
10.1. The Client shall ensure that it has in place all necessary consents in connection with Personal Data to allow the Authority at all times to perform the Training Services without infringing any third party rights. The Authority shall not be liable to perform the Training Services to the extent it is unable to due to a breach of this Clause.
10.2. The Authority warrants to the Client that it will only use the Personal Data for the purpose of carrying out its obligations hereunder and that it will ensure that all reasonable and appropriate security measures are in place to protect the Personal Data and that it will destroy or deliver up the Personal Data upon written demand from the Client, and further, that it has in all respects complied with its obligations under the Data Protection Act 1998 and any amendments to or re-enactments thereof.
11. INTELLECTUAL PROPERTY
11.1. All intellectual property rights, including copyright, patents and design arising in connection with this Agreement shall belong to and remain vested in the Authority and the Client shall execute any document necessary for this purpose.
11.2. The Client grants the Authority a royalty free licence to use any intellectual property rights vested in the Client in respect of any materials which are necessary or appropriate to be used by the Authority in the provision of the Training Services and warrants that it has the right to grant such licences and indemnifies the Authority against all costs, claims and liability by a third party in respect of such use.
11.3. The Authority grants to the Client a royalty free non transferrable licence for the Delegates to use any intellectual property rights vested in or belonging to the Authority in respect of the training course, course materials, handouts and other material necessary for the Delegates to benefit from and gain the intended outcome of the training services, such materials must not be reproduced by the Client or by the Delegates
12. WARRANTY
12.1The Authority warrants that in carrying out the Training Services it will exercise all reasonable skill and care to be expected of a professional, experienced in such work.
12.2The Client warrants that it has made its own assessment of the Delegates physical ability, and their level of health related to the activity being undertaken under the Training Services. The Authority will not be liable for any incident arising from poor health conditions or injury related to or from the activity concerned. In particular, the withholding of information as to a medical condition relating to the activities undertaken as part of the Training Services shall not, in any way, impose any responsibility on the Authority in respect to any health conditions. The Client shall sign a Health Declaration Form in respect of the Delegates which will form part of this Agreement.
12.3The Client warrants that it is responsible for using all reasonable endeavours to ensure that the Delegates wear suitable attire during the course of the Training Services. The Authority shall be responsible for notifying the Client and/or Delegates of any aspects of the Training Services where special clothing and/or equipment is required and shall provide such special clothing and/or equipment except where the Authority notifies the Client that the Client and/or the Delegates are required to provide such clothing and/or equipment themselves.
13. HEALTH AND SAFETY
13.1. The parties shall comply with all applicable health and safety legislation and codes of practice.
13.2. The Client shall use its best endeavours to ensure that the Delegates fully comply with any reasonable instruction of the Trainer and the Authority’s policies and guidance as to contractors and visitors to Authority premises at all times when they are on Authority premises.
13.3. In the event the Training Services are to be delivered on the client’s Premises the Trainer will at all times when on the Clients premises use reasonable endeavors to comply with any reasonable instruction issued to the Trainer by the Client with respect to the Client’s policies and guidance for contractors and visitors to the Client’s Premises.
14. TERMINATION
14.1. Either party may terminate this Agreement by written notice:
14.1.1. if the other party fails to remedy a material breach of this Agreement within 30 days of written notice identifying the breach and notifying of an intention to terminate.
14.2. The Authority may terminate this Agreement by written notice in the event:
14.2.1. the other party makes any voluntary arrangement with its creditors or enters into administration (whether or not pursuant to a court order) or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation or is deemed under Section 123 of the Insolvency Act 1986 to be unable to pay its debts or is dissolved; and/or
14.2.2. if an encumbrancer takes possession, or a receiver or administrative receiver is appointed, of any of the property or assets of the other party; and/or
14.2.3. the other party threatens to cease to carry on business
15. RIGHTS ON TERMINATION
Accrued rights, Clauses 5, 6, 7, 8, 9, 10, 11, 12, 15 and 18 and rights by their nature intended to survive termination of this Agreement, shall survive any termination of this Agreement.
16. ASSIGNMENT
This Agreement is personal to the Client and may not be assigned by the Client in whole or in part.
17. FORCE MAJEURE
Neither party shall be responsible for any failure or delay in performance of its obligations under this Agreement (other than the obligation to make payments of money) due to any force majeure event including, Act of God, refusal of licence (other than as a result of any act or omission of the Authority) or other Government act, fire explosion, embargo, terrorism, civil disturbance, accident, epidemics, lightning damage, electromagnetic interference, radio interference, strikes, industrial dispute, or any other cause beyond its reasonable control.
18. NON-SOLICITATION
The Client shall not during the term of this Agreement and for 6 months thereafter, entice or solicit for employment with it or any other entity any Trainer who has been engaged to provide the Training Services.
19. ACCOMMODATION/TRANSPORT
Unless otherwise stated, courses do not include accommodation or transport. Where required, accommodation and/or transport can be arranged by the Authority at the cost of the Client.
20. ENTIRE AGREEMENT
This Agreement sets out the entire agreement between the parties in relation to the subject matter hereof and supersedes all previous arrangements, agreements and representations whether written, oral or implied between the Client and the Authority relating to the Training Services.
21. AGREEMENT AMENDMENTS
Any amendments to this Agreement shall be in writing.
22. EFFECTIVENESS
This Agreement shall be effective upon signature by the parties.
23. THIRD PARTIES
Third parties have no rights under the Contracts (Rights of Third Parties) Act 1999 or any amendment to or re-enactment of it to enforce any provision of this Agreement.
24. LAW
This Agreement shall be construed in accordance with English law and the English courts shall have sole jurisdiction.
25. EQUALITY & DIVERSITY
Both Parties to this Agreement shall comply with their relevant requirements under the Equality Act 2010 and any associated Code of Practice including any amendments thereof.