1.1 In these Terms and Conditions the following words shall have the following meanings:
“Agreement” has the meaning given to it in Section 3
“Agreement Start Date” the date the Provider acknowledges the Client’s signed Order Form
“Agreement End Date” whichever comes last;
the date on which Service delivery ends
the date on which the Client has paid all Charges and any additional payments owed to the Provider in relation to the Services agreed on the Order Form
the date on which the Client’s Licence to access the Provider’s Platform or materials expires
“Agreement Term” the period starting on the Agreement Start Date and ending on the earlier of:
the Agreement End Date;
the termination of the Agreement in accordance with the terms and conditions of this Agreement
“Amendments” Altering or adjusting a Service or Deliverable so the Deliverable(s) are different to those agreed on the Order Form and/or Project Plan
“Business day” a day that is not a Saturday, Sunday or public or bank holiday in England and/or Wales
“Cancellation” has the meaning given to it in section 4
“Charges” the cost price for the services set out on the Order Form
“Client” the organisation or person who buys Services from the Provider;
“Client Employee” employee, contractor, or representative of the Client who may use or access Services supplied by the Provider
“Client Site” any site from time to time owned, leased or otherwise occupied or used by the Client
“Client Materials” any materials, items, policies, procedures, manuals, software, data, documents, text, drawings, diagrams, images or sounds (together with any database made up of any of those), embodied in any medium:
a) that are supplied to the Provider (or any subcontractor of the Provider) by or on behalf of the Client;
b) which the Provider (or any sub-contractor of the Provider) is required to collect, generate, process, use, store or transmit pursuant to this Agreement
c) which the Provider (or any sub-contractor of the Provider) receives in connection with the provision of the Services;
d) or which the Provider(or any sub-contractor of the Provider) creates for the Client as part of the Services including all modifications, additions and developments made to any of those items
“Intellectual Property Rights” all patents, registered and unregistered designs, copyright, trade marks, know-how and all other forms of intellectual property wherever in the world enforceable;
“License” a) access granted by the Provider to the Client to view or use the Provider’s Platform
b) access granted by the Provider to the Client to use the Provider’s training materials as part of a Train The Trainer Service
“List Price” the list of prices of the Services maintained by the Provider as amended from time to time;
“Order Form” the document listing the Services which the Client agrees to purchase and the Charges for these Services which the Client agrees to pay in accordance with Section 7
“Payment Schedule” the agreed methodology for invoicing and payment as per Section 7
“Platform” the Provider’s Good Day At Work Assessment Platform
“Project Plan” used at the discretion of the Provider to list components, details and specification of the Deliverables as part of the Services agreed between Client and Provider
“Provider” Robertson Cooper Ltd and it’s representatives, registered at Speed Medical House, Matrix Park, Chorley, England, PR7 7NA.
“Provider Personnel” any person employed or engaged by the Provider who is wholly or partly engaged in the provision of the Services
“Rescheduling” has the meaning given to it in section 4
“Services” the products, services and deliverables to be supplied to the Client by the Provider;
“Start Date” as set out or referred to on the Order Form and/or Project Plan
“Term” the period starting on the Start Date and ending on the Termination Date
“Termination Date” the date on which this Agreement expires or terminates for whatever reason
“Train The Trainer” a Service including training and a License allowing the Client to use the Provider’s training materials and content for internal, non-commercial use
2.2 All headings are for ease of reference only and will not affect the construction or interpretation of these Terms and Conditions or the Agreement which the Client enters into with the Provider.
2.3 References to a “person” include any individual, body corporate, association, partnership, firm, trust, organisation, joint venture, government, local or municipal authority, governmental or supra-governmental agency or department, state or agency of state or any other entity (in each case whether or not having separate legal personality).
2.4 References to any statute or statutory provision will include any subordinate legislation made under it and will be construed as references to such statute, statutory provision and/or subordinate legislation as modified, amended, extended, consolidated, re-enacted and/or replaced and in force from time to time.
2.5 Any words following the words “include”, “includes”, “including”, “in particular” or any similar words or expressions will be construed without limitation and accordingly will not limit the meaning of the words preceding them.
2.6 The rule known as the ejusdem generis rule will not apply and accordingly the meaning of general words introduced by the word “other” or a similar word or expression will not be restricted by reason of the fact that they are preceded by words indicating a particular class of acts, matters or things.
3.1 These Terms and Conditions shall apply to all Agreements for the sale of Services by the Provider to the Client to the exclusion of all other terms and conditions referred to, offered or relied on by the Client whether in negotiation or at any stage in the dealings between the parties, including any standard or printed terms tendered by the Client, unless the Client specifically states in writing, separately from such terms, that it wishes such terms to apply and this has been agreed by the Provider in writing.
3.2 Returning a completed, (digitally) signed Order Form shall be deemed conclusive evidence of the Client’s acceptance of these Terms and Conditions in full, entering into an Agreement with the Provider.
3.3 Acknowledgement by the Provider of the completed Client Order Form in writing will be deemed conclusive evidence of the Provider’s acceptance to fulfil the Agreement for the Client, marking the Agreement Start Date.
3.4 The Agreement between Client and Provider, in accordance with these Terms and Conditions, is detailed on the Order Form (and where applicable associated Project Plan) including the Services to be delivered and the Charges the Client agrees to pay according to the Payment Schedule.
3.5 The Client or Provider may, at any time by giving written notice to that effect to the other party request variations to the Services or Project Plan (in whole or in part) under an Order Form, in accordance with Section 4
3.6 The Agreement Term in full is covered by these Terms and Conditions, from the Agreement Start Date until the Agreement End Date unless terminated before the Agreement End Date by either party in accordance with Section 12
3.7 These Terms and Conditions are available on request by email from the Provider or can be viewed online at www.robertsoncooper.com.
3.8 The Provider reserves the right to amend the Terms and Conditions from time to time without directly notifying previous Clients.
3.9 Any work conducted for the Client is conducted solely for the benefit of the Client. Any third parties cannot derive any rights or benefits from such work without the explicit approval of the Provider.
3.10 Nothing contained in these Terms and Conditions shall be construed as establishing or implying any partnership or joint venture between the parties and nothing in these Terms and Conditions shall be deemed to construe either of the parties as the agent of the other.
4.1 In accordance with clause 3.5, the Client or Provider may request Amendments to agreed Services or Deliverables, or the timescales for Deliverables. In this eventuality, the following rules apply:
a) The Client must make any requests in writing, giving appropriate notice to the Provider, as per clause 4.2
b) The Provider will endeavour to accept any Client requests for Amendments, however when any Client requests are made at short notice they will be subject to financial penalties, as per clause 4.2, or cancellation without refund
c) Where requested Amendments alter the agreed Service or Deliverables significantly the Order Form and/or Project Plan will be updated by the Provider to reflect the changes and will be shared with the Client, labelled as an updated version and superseding any previous versions once agreed in writing by the Client.
d) Where any requested Amendments to Service or Deliverables alter the agreed Charges this will be reflected on an updated Order Form (as per clause 4.1 c), and in future invoices sent by the Provider. If the amended Charges are less than those agreed and Charges have already been paid by the Client, any refunds will be in accordance with Section 7
e) Should the Client not accept in writing an amended Order Form and/or Project Plan as per 4.1 c and 4.1d the Amendments will not stand and the Agreement will revert to original Agreement.
f) Where requested Amendments do not affect agreed Deliverables and are in fact for additional Services the Provider may ask the Client to complete a new Order Form and enter into an additional Agreement to run alongside the existing Agreement.
4.2 The Client may Amend, Cancel or Reschedule any Services or Deliverables for any reason by giving written notice to the Provider, subject to the following conditions:
a) Cancellation, Rescheduling or Amendments of any Deliverable 28 days or more prior to the agreed date of Deliverable(s) will be accepted without additional Charges.
b) Cancellation, Rescheduling or Amendments of any Deliverable 21-27 days prior to the agreed date of Deliverable(s) will be charged a fee equivalent to 50% of any agreed Charges for the Deliverable(s).
c) Cancellation, Rescheduling or Amendments of any Deliverable 14-20 days prior to the agreed date of Deliverable(s) will be charged a fee equivalent to 75% of any agreed Charges for the Deliverable(s).
d) Cancellation, Rescheduling or Amendments of any Deliverable less than 14 days prior to the agreed date of Deliverable(s) will be charged a fee equivalent to 100% of any agreed Charges for the Deliverable(s).
e) Where a Client or Client Employee does not attend or is not ready for a Deliverable to take place on schedule this is treated the same as Cancellation or Rescheduling as per 4.2 a-d
4.3 Where Charges have been paid by the Client prior to Cancellation the Provider will issue a refund, less any Cancellation fees as per 4.2, in accordance with Section 7.
4.4 If the Provider has to Reschedule any Services or Deliverables they will inform the Client in writing, giving as much notice as possible and offer alternative dates.
4.5 If the Provider has to Cancel any Services or Deliverables they will inform the Client in writing, giving as much notice as possible and will revise the Order Form or Project Plan to reflect this, and issue any refunds where applicable in accordance with Section 7.
5.1 The Services and Deliverables to be carried out as part of the Agreement are listed on the Order Form and/or Project Plan, as agreed with the Client. Services agreed may vary from the standard Service information published on the Provider’s website and marketing materials.
5.2 Where Project Plans are required in addition to an Order Form these will be shared between Provider and Client and agreed by email, including details and timeline of Services and Deliverables with agreed dates, forming part of this Agreement and subject to these Terms and Conditions.
5.3 The Dates for Services and Deliverables, used in particular in accordance with Section 4 of these Terms and Conditions as part of this Agreement will be shown;
a) on the Order Form, or;
b) where TBC is shown against dates on the Order Form at time of signing will be confirmed and agreed in writing between Provider and Client, forming part of this Agreement;
c) and/or will be included on a Project Plan agreed in writing between Provider and Client, forming part of this Agreement.
5.4 The Provider will endeavour to deliver Services and Deliverables within agreed timescales, subject to section 4.
5.5 The Provider will carry out any deliverables using appropriately qualified and experienced Provider employees, the Provider’s network of associates, and/or third parties, as per Section 6.
5.6 Clients and Client Employees using the Provider’s Platform are subject to additional terms and conditions which they must read and accept before using the Platform.
5.7 The Client is responsible for sourcing a suitable venue, with the necessary space, seating and technology for the delivery of any on-site training, events or meetings as part of this Agreement, and for sharing all details with the Provider in a timely manner, whether on Client Site or at an alternative venue of the Client’s choosing.
5.8 The Client is responsible for all costs associated with sourcing and providing suitable venues for any on-site training, events or meetings as part of this Agreement, whether on Client Site or at an alternative venue.
5.9 The Client is responsible for the health and safety of Client Employees and employees, associates or contractors of the Provider at any on-site training, events or meetings associated with this Agreement and for carrying out risk assessments and associated remedial actions.
5.10 The Provider may from time to time as part of this Agreement send information to the Client. The Client is responsible for sharing information, meeting and/or training invites, Platform links, reminders and any other communication associated with this Agreement to Client Employees unless otherwise agreed in writing with the Provider.
5.11 The Client is ultimately responsible for sharing information and reminders with Client Employees of any timescales or deadlines to complete questionnaires or assessments, attend meetings or training, share documents, submit responses or similar as part of this Agreement. The Provider will not be held responsible for any non-attendance, lateness or nil-returns from Client Employees and where this affects Services or Deliverables or timescales any Rescheduling or repeat work will be charged to the Client, as per Section 4.
5.12 Any Client Materials shared with or available to the Provider as part of this Agreement will be treated in accordance with Section 8.
5.13 All Deliverables will be in English language unless otherwise requested in writing by the client with a reasonable notice before Deliverables are due. Translation to other languages may incur an additional fee, which will be discussed and agreed between Client and Provider prior to delivery. The Provider does not guarantee being able to translate meetings, content or materials to all languages.
5.14 The Provider reserves the right to modify or withdraw Services and Deliverables, and any associated costs, from time to time without notifying previous clients. An up-to-date record of available Services will be displayed on the Provider’s website and in marketing materials.
6.1 Any work conducted by the Provider as part of this Agreement is conducted solely for the benefit of the Client and third parties cannot derive any rights or benefits from such work without the explicit written approval of the Provider.
6.2 The Provider may transfer or subcontract any rights and obligations associated with this Agreement to third parties without seeking prior consent from the Client.
7.1 The Charges shall be those agreed on the Order Form. All Charges are exclusive of VAT (unless otherwise stated) or any other applicable costs. All Services are sold without expenses or travel charges, which will be agreed with the Client for any on-site Deliverables and invoiced in addition to the agreed Charges (unless otherwise agreed in writing between the Client and the Provider).
7.2 By returning a signed, completed Order form to the Provider and entering into this Agreement, the Client agrees to pay the Charges subject to the following conditions:
a) The Provider will invoice the client with 30-day payment terms for 100% of the Charges and any VAT and additional expenses shown on the Order Form upon acknowledgement of a signed, completed Order Form, as standard;
b) Where the Client and the Provider agree to an alternative Payment Schedule this will be detailed on the Order Form and/or Project Plan;
c) All alternative Payment Schedules which deviate from 7.2a are subject to an additional fee, equivalent to 5% of the total Charges which will be added to the first payment in the Payment Schedule;
d) Where any Amendments to Deliverables are made which alter the timescales for delivery, but not the Charges, as per Section 4, this will not affect any Payment Schedules, unless otherwise agreed in writing with the Provider;
e) All Charges are in UK Pounds Sterling, and payment in any other currency is subject to a fee equivalent to 2% of the total Charges which will be invoiced as per 7.2a or in addition to the first payment of any alternative Payment Schedule.
f) Any additional Charges or expenses incurred not covered by an additional Order Form and separate Agreement will be invoiced in full upon written agreement between the Client and Provider, or added to the next payment due in the Payment Schedule.
7.3 The Provider shall be entitled to charge interest on overdue invoices from the date when payment becomes due from day to day until the date of payment at a rate of 2.50% per annum above the base rate of the Bank of England.
7.4 If payment of the Charges or any part thereof is not made by the due date, the Provider shall be entitled to:
a) require payment in advance of delivery in relation to any Services not previously delivered;
b) refuse to make delivery of any undelivered Services whether ordered under the Agreement or not and without incurring any liability whatever to the Client for non-delivery or any delay in delivery;
c) terminate the Agreement without penalty.
7.5 The Provider will endeavour to pay any refunds due to the Client within 14 days of the written confirmation from the Provider agreeing to the amount to be refunded.
7.6 Where any future work which has not yet been invoiced is cancelled or amended and the Charges are affected in accordance with Section 4, the Provider will adjust future Payment Schedules accordingly to reflect the change.
8.1 Each Party shall comply with EU General Data Protection Regulation 2016/679 (“GDPR”) and the UK Data Protection Act 2018 (as applicable) (“the Data Protection Laws”) in particular where a Party (“Processor”) is processing personal data on behalf of the other Party (“Controller”) it shall:
a) process it only for the purposes of complying with its obligations under this Agreement, in accordance with the Controller’s documented instructions from time to time and good industry practice;
b) ensure that appropriate technical and organisational measures shall be taken to ensure a level of security of Controller personal data appropriate to the risk (including measures taken against unauthorised or unlawful processing of Controller personal data and the accidental loss or destruction of, or damage to, such data) and promptly provide to the Controller details of those measures from time to time on receipt of Controller’s written notice;
c) not transfer, or otherwise directly or indirectly disclose, any Controller personal data to a third party or to a country or territory outside the European Economic Area without the prior written consent of the Controller which may be refused or granted subject to such conditions as Controller deems necessary; and
d) immediately and fully notify the Controller on receipt of any notices received by the Provider relating to the processing of Controller personal data including (but not limited to) data subject requests, complaints and/or correspondence or if any Controller personal data has been disclosed in breach of this clause or if it is lost, becomes corrupted, is damaged or is deleted in error and provide the Controller with such information and assistance as the Controller may require in relation to such notice or breach (at no cost to the Controller). The Processor shall provide and implement technical and organisational measures to help the Controller fulfil its obligations in relation to such notices from or on behalf of data subjects in connection with the rights conferred on them by Data Protection Law. For the avoidance of doubt, in no event shall the Processor respond directly to any notice relating to any Controller personal data.
The Processor shall comply with the provisions set out in Article 28 of the GDPR (together with any provisions referenced therein) which shall have effect as obligations on the Processor as if set out in full in this clause and the expressions “controller” and “processor” used in those provisions and incorporated in this Agreement pursuant to this clause shall be deemed references to the Controller and the Processor respectively. References to “personal data”, “processing, “data subject” shall have the meanings set out in the applicable Data Protection Law.
The Provider’s privacy policy is available on the company website.
9.1 The Provider will retain any intellectual property rights subsisting in the Provider’s materials.
9.2 The intellectual property rights in any materials supplied by or on behalf of the Client to or for the use of the Provider are retained by the Client and the Provider shall be entitled to the materials solely for the purpose of performing its obligations to the Client under this Agreement, and in accordance with Section 8.
9.3 Any intellectual property rights in any material prepared on behalf of the Client as part of this Agreement will vest in the Client absolutely upon the creation of such intellectual property rights and to the extent necessary to give effect to the foregoing the Provider hereby assigns (by way of present assignment of future rights in respect of rights not yet created) with full title guarantee all such intellectual property rights to the Client to take effect immediately upon their creation.
9.4 Upon termination both parties are obligated to return or destroy/delete any intellectual property belonging to the other party as long as this does not contravene data protection laws, as detailed in Section 8.
9.5 Where data is collected by the Provider, as part of any Services or Deliverables as part of this Agreement the Provider reserves the right to add the data to the normative set for research, comparison, or marketing purposes, whilst maintaining the anonymity of the Client and/or Client Employees.
10.1 The Client shall keep the Provider indemnified against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the Provider as a result of or in connection with any claim made against the Provider by its employees, agents or subcontractors or a third party for death, personal injury or damage to property arising out of, or in connection with this Agreement to the extent that such liability is wholly or partly attributable to the negligent acts or omissions of the Client, its employees, agents or subcontractors.
10.2 This Section 10 shall survive termination of the Agreement.
11.1 Nothing in these conditions shall limit or exclude the Provider’s liability for:
a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors,
b) fraud or fraudulent misrepresentation,
c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982, and section 12 of the Sale of Goods Act 1979 (title and quiet possession).
11.2 Subject to clause 11.1 but notwithstanding anything to the contrary in these conditions:
a) The Provider shall under no circumstances whatsoever be liable to the customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for:
{i} any loss of profit,
{ii} loss of sales or business.
{iii} loss of agreements or contracts,
{iv} loss of anticipated savings,
{v} loss of use or corruption of software, data or information,
{vi} loss or damage to goodwill and
{vii} any indirect or inconsequential loss arising under or in connection with the contract, and
b) The Provider’s total liability to the customer in respect of all other losses arising under or in connection with the contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the monies received by the Provider under this contract.
11.3 Except as set out in these conditions, all warranties, conditions and other terms expressed or implied by statute, common law or otherwise, including but not limited to the terms implied by section 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.
11.4 This Section 11 shall survive termination of the Agreement.
12.1 Without limiting its other rights or remedies, each party may terminate the contract with immediate effect by giving written notice to the other party if:
a) the other party fails to pay any amount due under this contract on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment, or
b) the other party commits a material breach of its obligations under this contract and (if such breach is remediable) fails to remedy that breach within 14 days after receipt of notice in writing of the breach; or
c) there is a change of control of the other party, or
d) the other party’s financial position deteriorates to such an extent that in the party’s reasonable opinion the other party’s capability to adequately fulfil its obligations under this contract has been placed in jeopardy.
the Client shall immediately pay to the Provider all of the Provider’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Provider shall submit an invoice, which shall be payable by the Client immediately on receipt, and
the Client shall return all of the Provider materials which have not been fully paid for. Until they have been returned, the customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Agreement.
12.3 Termination or expiry of the contract shall not affect any rights, remedies, obligations and 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.
12.4 Any provision of the contract that expressly or by implication is intended to have effect after termination or expiry shall continue in full force and effect.
13.1 Neither party shall 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 natural disasters, accidents, war, fire, and both parties shall be entitled to a reasonable extension of its obligations. If the delay persists for more than 90 days either party may, without liability on its part, terminate the Agreement.
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.
If any term or provision of these Terms and Conditions 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 hereof shall continue in full force and effect as if these Terms and Conditions had been agreed with the invalid, illegal or unenforceable provision eliminated.