Terms & Conditions 

Workflow Training Ltd
STANDARD TERMS OF BUSINESS

​

1. Interpretation

1.1 The definitions and rules of interpretation in this clause apply to these Terms.

• Contract: the contract between you and us for the supply of Services in accordance with these Terms.

• Intellectual Property Rights: patents, rights to inventions, copyright and related rights, moral rights, trademarks, trade names and domain names, rights in get-up, rights in goodwill or to sue for passing off, 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 may now or in the future subsist in any part of the world.

• Services: the services that we are providing to you on these Terms.

• Terms: the terms and conditions set out in this document.

• Writing or written: includes email.

1.2 The headings do not affect the interpretation of these Terms.

1.3 A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.

1.4 Unless the context otherwise requires, words in the singular include the plural and in the plural include the singular.

​

2. Basis of Agreement

2.1 These Terms constitute the entire agreement between you and us. You acknowledge that you have not relied on any statement, promise or representation made or given by or on behalf of us that is not set out in these Terms.

2.2 These Terms shall become binding on you and us and a contract shall be formed between us upon you instructing us to commence work in relation to the Services (whether in writing, including by email, or orally), whichever is the earlier.

2.3 These Terms take precedence over any other terms and conditions (including your own terms of business) and any course of dealing or industry practice.

​

3. The Services

3.1 We shall provide the Services with all due care, skill and ability and shall use our reasonable endeavours to meet any timescales set out in email correspondence between us, but these dates are estimates only and if we fail to meet these dates you shall not have any legal rights in relation to this.

3.2 We shall provide the following Services to you:

• On-site training / In-person training as agreed in the email correspondence between us.

• Tutoring services, to include interaction with learners, administration of student portfolio, correspondence with you regarding learner progress and performance, submission of portfolio when completed. We shall not be held responsible for the recruitment of learners, enrolment administration or review of training plan administration.

• Internal verification services, to include review of learner portfolio which has been agreed by the tutor and the learner portfolio is in fit condition for internal verification to be carried out. Internal verification report will be delivered in an agreed time frame.

3.3 Any descriptive matter or advertising issued by us, and any descriptions or illustrations contained in our catalogues or brochures do not form part of the Contract and are for illustration purposes only.

​

4. Your Obligations

4.1 You shall:

(a) Ensure that the terms of the Order [and any information it provides in the Specification] are complete and accurate;
(b) Co-operate with us in all matters relating to the Services;
(c) Provide us, our employees, agents, consultants and subcontractors, with access to your premises, office accommodation and other facilities as reasonably required by us;
(d) Provide us with such information and materials as we may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
(e) Prepare your premises for the supply of the Services;
(f) Obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;
(g) Keep all of our materials, equipment, documents and other property (Supplier Materials) at your premises in safe custody at your own risk, maintain the Supplier Materials in good condition until returned to us, and not dispose of or use the Supplier Materials other than in accordance with our written instructions or authorisation.

4.2 If our performance of any of our obligations under the Contract is prevented or delayed by any act or omission by you or failure by you to perform any relevant obligation (Customer Default) then:

(a) Without limiting or affecting any other right or remedy available to it, we shall have the right to suspend performance of the Services until you remedy the Customer Default, and we shall be relieved from the performance of any of our obligations (in each case to the extent the Customer Default prevents or delays our performance of any of our obligations);
(b) We shall not be liable for any costs or losses sustained or incurred by you arising directly or indirectly from your failure or delay to perform any of your obligations as set out in this paragraph 4;
(c) 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.

​

5. Fees and Booking

5.1 The charges for the Services are as set out in email correspondence between us.

5.2 Where the Services are provided for a fixed price, the total price for the Services shall be the amount set out in email correspondence between us.

5.3 For Services where fees are payable in one single payment, we will invoice you for the fixed price in advance.

5.4 Where the fees are to be made by a deposit, stage payments or retainers we will invoice you for the deposit in advance and for each stage payment or retainer at the time or at the stage of the project specified in email correspondence between us.

5.5 Where the Services are provided on a time-and-materials basis:

(a) The charges payable for the Services shall be calculated in accordance with either:
 (i) Our standard hourly or daily fee rates in force at that time;
 (ii) Our agreed per person rate or group rate for each training session.

(b) Our in-person rate or group will be agreed in email correspondence between us, prior to services commencing.

(c) Our daily fee rates are calculated on the basis of an [eight-hour] day worked between 9.00 am and 6.00 pm on weekdays (excluding weekends and public holidays).

(d) We shall be entitled to charge at an overtime rate of 100% of our normal rate for time worked outside the hours referred to in condition 5.5(c).

(e) We will invoice you for the remainder of the payment in arrears unless we have agreed in writing otherwise.

5.6 All charges are stated exclusive of VAT which shall be added to the charges at the applicable rate (where necessary).

5.7 You must pay each of our invoices in full, and in cleared funds by the payment method specified on the invoice, within 7 days of the date of the invoice.

5.8 Without prejudice to any other right or remedy, if you fail to pay the invoice on the due date, we may:

(a) Charge interest on the sum due from the due date for payment at the annual rate of 4% above the base lending rate from time to time of the Bank of England, accruing on a daily basis and being compounded quarterly until payment is made (whether before or after any court judgment) and you shall pay the interest immediately on our demand; and
(b) Suspend all Services until payment has been made in full.

5.9 All fees and charges are stated exclusive of expenses incurred by us. Subject to your prior written consent, you will reimburse us for all training venues, postage, travel costs, other administrative costs and any other ancillary expenses reasonably incurred by us in providing the Services. Such expenses may be invoiced by us at cost at such times as we think appropriate.