Terms & Conditions

Terms & Conditions

WCET Standard Terms and Conditions (2017) Page 1 of 3
WILKINSON COUTTS ENGINEERING TRAINING LTD (WCET) – STANDARD TERMS AND CONDITIONS

1. Definitions

Acknowledgement means WCET’s written acknowledgement of Client’s Order, which may be WCET’s invoice, confirming supply of services subject to these terms and conditions.

Client means the party to whom the Proposal is addressed.

Contract means the written agreement between WCET and Client for the supply of Services which incorporates in order of precedence: the
Acknowledgement (if applicable), these terms and conditions, the
Proposal and the Order (excluding any Client terms and conditions
contained therein).
Contact Price means the total price of the Services.
Deliverable(s) means any training course, related documents or other
items to be provided to Client resulting from the Services.
IPR means all patents, trademarks, trade/business names, copyright,
rights in designs, database rights, software rights, trade secrets, rights
in know-how and confidential information and all intellectual property
rights (whether or not registered), together with rights to apply for any
of these globally.
WCET means the supplier of the Services: Wilkinson Coutts
Engineering training Ltd whose registered address is Bluesky Building,
Arnhall Business Park, Prospect Road, Westhill, AB32 6FJ.
WCET Employees means employees, consultants and subcontractors
of WCET.
Order means Client’s purchase order, Proposal acceptance, request to
proceed or other communication requesting the supply of Services.
Proposal means WCET written quotation or tender inviting Client to
place an Order.
Services means any services to be supplied by WCET under the
contract.
2. The Contract
2.1 Any Order, whether or not in response to a proposal, shall be deemed
an offer subject to WCET acceptance by means of Acknowledgement.
In the event WCET commences Services in advance of sending and
Acknowledgement, such Services shall be governed by these terms
and conditions.
2.2 Notwithstanding clause 2.1, if Client unconditionally accepts WCET
unedited Proposal/unconditional acceptance and these terms and
conditions shall form the entire Contract, no Acknowledgement being
necessary.
2.3 Any contract between the parties shall be on the basis of these terms
and conditions notwithstanding any conflicting terms and conditions
sought to be applied by Client, which WCET hereby rejects. These
terms and conditions prevail over any terms implied by custom,
practice or otherwise supplied.
4. Payment
4.1 Unless otherwise agreed, WCET shall invoice Client upon Client
booking. Payment of any invoice shall be made by Client in full,
without deduction or set off, within 30 days of the date of invoice, in
the currency invoiced. WCET shall not be obliged to commence the
Services until this is received.
4.2 In the event of late payment(s), WCET shall be entitled to:
(i) charge interest at the rate of 8% per annum calculated on a daily
basis until payment is received in clear funds, and recover any
administrative costs;
(ii) suspend Services with no liability to Client as a result of such
suspension. Client shall be liable to pay WCET’s costs of such
suspension.
5. Delivery
5.1 WCET shall endeavour to achieve any agreed dates for
performance or delivery, but all such dates are estimates only and
WCET shall haven liability to client in the event of failure to achieve
such dates.
5.2 WCET may vary or cancel the Contract if WCET is unable to proceed
as anticipated through unavailability of equipment, personnel or other
reason.
5.3 Unless Client provides WCET with notice within 7 days of receipt of a
Deliverable, Client shall be deemed to have accepted the Deliverable.
6. Warranty
6.1 Services shall be provided by such WCET Employees as WCET
considers suitable to undertake work. WCET warrants that Services
shall be undertaken using reasonable skill and care and any
Deliverables shall be free from material errors or omissions, subject
to:
(i) Quality and accuracy of any information and/or materials
provided by the Client;
(ii) WCET shall take reasonable care to ensure the information
contained in the Services and any Deliverables is accurate.
However, WCET relies on third party sources and therefore,
does not warrant or represent that such information is complete
or free from errors or inaccuracies;
(iii) WCET shall not be liable for any failure of the Client to
participate in, attend or reach any pass mark relating to any part
of the Deliverables, whether internal or externally assessed.
6.2 WCET’s liability is limited to the provision of corrected
documents or provision of Services of the same nature as those
originally provided to correct errors or omissions, subject to
notice being given by Client within 3 months from completion of
Services.
2.4 WCET shall provide Services and Client shall pay the Contract Price
in response of the Services.
2.5 Unless otherwise noted herein, this Contract may only be amended,
modified or waived by written agreement of the parties. Any additional
work performed shall be governed by these terms and conditions.
3. Price
3.1 The Contract Price and all other amounts payable under this Contract
are exclusive of VAT, sales tax and all other duties and taxes, which
shall be payable in addition by Client.
3.2 Upon notice to the Client, WCET may vary the Contract Price if
following the date of its Proposal there is any change in applicable
rates of exchange or taxes.
7.
7.1
7.2
Liability
Save as stated in clause 6.1, to extent permissible at law, all
warranties, conditions, guarantees or representations as to
satisfactory quality, performance, merchantability, fitness for a
particular purpose or otherwise, whether express or implied by
statue or otherwise, oral or in writing are hereby excluded.
WCET shall in no circumstances be liable for: (i) any indirect,
special or consequential loss; (ii) loss of profits;
(i) loss of business; (iv) loss of product; (v) loss of use; (vi)
loss of contract; (vii) loss of goodwill; (viii) punitive and/or
exemplary damages; even if such loss was or should have
been in WCET’s contemplation upon entering the Contract.
3.3 If withholding taxes are imposed by any authority in respect of
payments due, Client shall deduct and pay such withholding taxes on
a timely basis (unless WCET has previously provided Client with
evidence satisfactory to the applicable authority that tax is not
applicable to such payments). If withholding taxes are deducted,
Client shall pay a grossed up amount to WCET such that the net
amount, after such deduction is equal to the amount that WCET
would have received from Client had withholding not been applicable.
7.3 Notwithstanding anything else contained herein, WCET does not
exclude any liability for (a) death or personal injury resulting from
its negligence; or (b) fraudulent misrepresentation.
7.4 WCET’s liability, whether in breach of contract or in tort
(including without limitation negligence) shall not exceed in the
aggregate 120% of the Contract Price.
7.5 Client is advised to insure against any losses excluded or
limited by clause 7
WCET Standard Terms and Conditions (2017) Page 2 of 3
7.6 WCET shall not be liable for any claim or court proceedings which are
brought against it more than 12 months after the event which is the
subject of those proceedings.
8. IPR and Licence
8.1 All IPR in any Deliverables an other items produced as a result of
Services shall be in the exclusive property of WCET. Client shall not
disclose any Deliverable to any third party without WCET prior written
consent.
8.2 Client shall flow down the obligations under clause 8 to any of its
individual delegates attending and/or participating in training courses.
9. Client Obligations
9.1 Client shall provide WCET with access, free of charge, to its
personnel, premises, transport, accommodation, office facilities,
suitable storage space for WCET’s equipment, documentation, data,
information and any other material as set out in the Proposal or
otherwise upon the reasonable request of WCET.
9.2 Client undertakes to provide a suitable and safe working environment
for WCET Employees. WCET Employees shall observe Client’s
reasonable site regulations, as notified to WCET.
9.3 Client shall obtain all export/import licences, visas or other consents
required, or where required to be applied for in WCET’s name, Client
shall provide assistance where required. Any delay or denial of such
consents shall be subject to clause 11.
9.4 Client shall indemnify WCET from any and all claim and losses,
including but to limited to claims made by a third party, which arise as
a result of the willful, reckless or negligent act or omission of Client
or its individual delegates, employees, agents or subcontractors or
as a result of any breach by Client or its individual delegates,
employees, agents or subcontractors of any of its obligations under
the Contract.
9.5 Client warrants that no bribes (as defined under the Bribery Act 2010
and similar legislation including but not limited to the US Foreign
Corrupt Practices Act, the UK Anti-Terrorism, Crime and Security Act
2001 and legislation implementing the OECD Convention on
Combating Bribery of Foreign Public Officials in International
Business Transactions and the United Nations Convention Against
Corruption) have been or shall be offered to, paid to or received from
any party or third party in connection with this Contract. Client
warrants that not other offences have been or shall be committed in
connection with this Contract. Client warrants that it has proper
procedures and policies in place in compliance with the Bribery Act
2010 and similar legislation.
10. Term and Termination
10.1 The Contract is valid until completion of the Services.
10.2 Without prejudice to any other right or remedy, either party may
terminate the Contract and any associated licenses immediately upon
giving notice, if the other party:
(i) commits a breach of the Contract, that is capable of remedy, and
fails to remedy the breach within 30 days of receipt of notice
requesting remedy;
(ii) commits a material breach of the Contract, which cannot be
remedied;
(iii) is repeatedly in breach with the Contract provided notice has
been given out of the breaches;
(iv) commits any act of omission which contravenes any relevant
laws;
(v) is the subject of a bankruptcy order, becomes insolvent, makes
any arrangement or composition with or assignment for the
benefit of creditors, goes into either voluntary (otherwise than for
reconstruction or amalgamation) or compulsory liquidation, has a
receiver or administrator appointed over its assets or any similar
event.
In any event of termination, all sums due to WCET shall be payable
immediately (including but not limited to Services performed up to
date of termination and any costs incurred or committed to). Any
termination or expire of this Contract shall not affect the accrued
rights or liabilities of either party nor shall it affect any provision hereof
which is intended to continue in force on or after such termination.
11. Force Majeure
WCET shall not be liable to Client for failure to perform any of its
obligations under the Contract to the extent that such failure is a
result of circumstances beyond its reasonable control. Should such
circumstances continue for more than 21 days, WCET may terminate
the Contract.
12. Confidentiality
12.1 Client shall keep strictly confidential all information disclosed or
otherwise discovered regarding WCET and its products, software,
know-how, the Deliverables and the Services expect any part of such
disclosed information or data which (i) is in or comes into the public
domain without breach of this Contract; (ii) Client can show (a) was in
its possession or known to it prior to receipt from WCET; (b) was
independently developed by or for it without use of such information;
(c) was obtained by it or made available from a source other than
WCET without the breach of any confidentiality obligations; or (d) is
disclosed by it with the prior written approval of WCET.
12.2 Client shall flow down the obligations under clause 12 to any of its
individual delegates attending training courses and shall ensure they
sign WCET’s confidentiality agreement if required.
13. Assignment and Subcontracting
Client shall not assign, subcontract or otherwise transfer any right or
obligation of the Contract whether in whole or in part, without the
consent in writing of WCET.
14. Non-Solicitation
While this Contract is in force and for a period of 12 months after
completion or termination , Client shall not, directly or indirectly, seek
to employ or otherwise engage the services of any WCET
Employees, who have been involved in the Contract or performance
of the Services.
15. Entire Agreement
Except for any applicable valid license agreements between the
parties, the Contract contains the whole agreement between the
parties and supersedes any pervious agreements, communications
and representations. No oral representations made by WCET or
WCET Employees are binding. Neither party has relied upon any
representation or collateral warranty which is not set out in the
Contract. All other terms and conditions are expressly excluded
except those prohibited by statue.
16. Waiver
No waiver of any breach of provision of the Contract shall be held to
be a waiver of any other or subsequent breach and the failure of a
party to enforce any provision shall not be a waiver of any right
subsequently to enforce any other provision.
17. Severability
If any of the words or provisions of this Contract is deemed invalid,
illegal or unenforceable for any reason, then the Contract shall be
read as if the relevant words or provisions are, to the extent required,
deleted and the validity of the remaining provisions shall not be
affected.
18. Notices
Any notice required to be given by either party under this Contract
shall be deemed to have been given if in writing and sent by the post
to the other party’s registered address or any other formally notified
address of the other party. Notices shall be deemed served 48 hours
after posting.
Any other communication required in writing may be by post, email or
fax.
19. Rights of Third Parties
No person who is not a party to the Contract shall have any rights
under the Contracts (Rights of Third Parties) Act 1999 or otherwise to
enforce any term of the Contract.
20. Governing Law and Jurisdiction
The Contract shall be governed, construed and shall take effect in
accordance with the laws of Scotland, and all disputes arising shall
be subject to the exclusive jurisdiction of the Courts of Scotland to
which Client and WCET irrevocably submit.
WCET Standard Terms and Conditions (2017) Page 3 of 3
21. Cancellation
21.1 Cancellation charges are in accordance with the following schedule:
(i) Cancellation more than 2 calendar months before course start
date: no fees payable;
(ii) Cancellation 1- 2 calendar months before course start date: 50%
fees payable;
(iii) Cancellation less than 1 calendar month before course start
date : 100% fees payable.
21.2 For API exam preparation courses please see specific API course
information document.