Terms & Conditions — Safety & Health Training & Consultancy

We will endeavour to adhere to the following service standards whilst working for you:

• inform you of the person(s) who will be working for you and their hourly rate(s)/fee structure; you acknowledge that all of the services during the engagement may be supplied by agents and subcontractors although we will retain liability for any contractual obligation to you
• inform you of the consultant with overall responsibility
• keep you informed of progress
• communicate in plain language
• explain the work required
• advise you of the likely timescale involved (where possible).

If you have any concerns about service, you should initially raise them with the person with day-to-day conduct of your work or the person with the overall responsibility for the work. If your concerns cannot be resolved at that stage, you should set them out in writing to Elin Pinnell who is responsible for handling any formal complaint made against us.

We endeavour to resolve complaints internally. They will be dealt with sympathetically and promptly and we will work with you to reach a satisfactory conclusion.

Unless otherwise specified in the Engagement Summary we will bill you monthly in relation to services provided to you.

3.1 Method of Calculation

Each consultant has an hourly rate, which for you would apply for services over and above that covered in any fixed fee set out in the Engagement Summary (if applicable). Time is charged in hourly units. However, we may charge a premium if, for example, our consultants have to put in extra effort to complete your matter, perhaps by working outside normal working hours or as a matter of urgency requiring other clients’ work to be reorganised, or if your matter involves some complex, difficult or unusual aspect.

Hourly rates will form the basis of our charges unless we have agreed a fixed fee or an alternative method of charging. Hourly rates are reviewed regularly and we will notify you of any increases.

3.2- Additional Costs

The following will be added to our fees:

• VAT (Value Added Tax) at the rate applicable;
• Disbursements (i.e. amounts we pay on your behalf) such as room hire. Where appropriate we will obtain a firm figure or cap the amount of the disbursement;
• Expenses such as travelling, subsistence, bulk photocopying and binding charges, fax and telephone charges, special and recorded delivery charges and couriers. These expenses may not be shown separately on your invoice but will be added to and included in our total fee for services;
• Storage costs. Providing secure storage, or storage for large volumes of your documents, which will be more expensive than normal storage in a warehouse;

These are referred throughout the Terms as ‘Additional Costs’.

3.3- Estimates and Fixed Fees

Any time or cost estimates provided to you are not binding upon us. Our estimates are only intended to be rough guides based on our assessment of the circumstances at the time the estimate is given.

We reserve the right to amend any estimate given and are likely to do so, in any event, as the matter progresses.

If you would like to agree a fee limit or a fixed fee, please contact us immediately so that we can advise you about a realistic figure. Any fee limit or fixed fee must be agreed in writing.

4.1- Issue of invoices

We will send you an invoice each month unless we inform you otherwise. Invoices will cover your fixed fee (if applicable). Time and Additional Costs which have not been allocated to your matter when the invoice is drawn will be included in a further invoice.

4.2- Payment of invoices

Our invoices are to be paid unless otherwise specified in the Engagement Letter within 14 days of the date of invoice. If any invoice remains unpaid after the date for payment, we have the right to cease acting for you immediately (and cease acting on any other matters we may be dealing with on your behalf) and charge interest on the outstanding sum(s) at 8% per annum from the date of the invoice(s).

If we take court proceedings against you because you do not pay our invoices, we will also seek payment of the costs we incur in those proceedings.

As our client, you are responsible for payment of our invoices (unless we have agreed in writing to the contrary) even if:

• we have agreed to send the invoice to a third party;
• you are insured; or
• someone else has also agreed to pay your fees.

We are able to communicate with you by e-mail as well as fax, post and telephone. Unless you let us know to the contrary, we will assume that you are happy for us to communicate by e-mail, even though we cannot guarantee the security or confidentiality of e-mail communication.

You will inform us of any health and safety hazards or any requirements as to the wearing of protective clothing and provide us with a copy of your health and safety policy prior to us or our Consultants carrying out any services for you at your location(s).

We have databases holding details of our clients and potential clients to which we will add your details. The information held in these databases is used to assist us to provide our services to our clients and may periodically be used to send selected informative periodicals and other information which we feel is appropriate and relevant to your needs. The data may also be used by us for credit control purposes, including where appropriate credit searches.

If at any time you do not wish to receive information from us please contact marketing@capitallaw.co.uk.

All the information concerning you held on the database will be treated as confidential and will not be disclosed to individuals or organisations outside Capital People other than to its affiliates, save with your prior authorisation, pursuant to the provision of our services or the collection of our fees, or where required by law.

Unless you inform us otherwise in writing we will assume that you consent to these uses of your data.

If, when we are working on a project for you, you supply us with personal data relating to a third party, it is your responsibility to comply with the relevant data protection laws that apply to that disclosure.

Any intellectual property rights created as a result of the work for you by the consultant are retained by Capital People Consultants Limited. Any intellectual property rights used by the consultant in the performance of their role are retained in their entirety by Capital People Consultants Limited. For the avoidance of any doubt, no licence is granted unless expressly stated in writing.

We are under a professional obligation to keep the affairs of clients confidential.

We acknowledge that our consultants will have access to confidential information and we will not use or disclose any confidential information to any third party.

• any use or disclosure authorised by you or required by law; or
• any information which is already in, or comes into, the public domain otherwise than through our consultant’s unauthorised disclosure.

Unless otherwise stated in the Engagement Summary this arrangement is for a minimum fixed period of 12 months after which time you may terminate your instructions with one calendar month notice. If you owe us money for our fees and any Additional Costs we will be entitled to keep your papers and documents until those debts are fully discharged. We will send you an invoice for our time spent on the matter to date even if the fees were conditional on any event.

We may decide to stop acting for you at any time e.g. if we are unable to obtain clear instructions or if you do not pay an interim invoice on any project where we are instructed to act on your behalf. We will give you reasonable notice that we will stop acting for you. If this occurs we are entitled to retain your papers and documents until all outstanding fees and expenses have been paid.

Any claims against us must be made within 18 months of the date on which we complete the engagement or cease acting for you and must be made in writing providing sufficient detail to enable us to consider the merits of your claim. Unless we have already settled that claim with you, you must also commence proceedings within 2 years of the date on which we complete the work or cease acting for you.

We will only be liable to you for any reasonably foreseeable losses directly caused by our negligence (and up to the ‘Liability Limit’ as defined below) and which have been processed in accordance with the timescales set out above.

You accept and acknowledge that our services are being provided by ‘CAPITAL PEOPLE CONSULTANTS LIMITED’. You hereby acknowledge that our services are being provided by our consultants and other staff for and on behalf of ‘CAPITAL PEOPLE LIMITED’ and that they are not providing those services in any personal capacity to you. Consequently, you hereby consent and waive any rights which you may have to claim directly against any director, consultant or member of staff of ‘CAPITAL PEOPLE CONSULTANTS LIMITED’.

Notwithstanding any other provision of the Terms and the Engagement Summary, we will not under any circumstances be liable to you in contract, tort (including negligence and breach of statutory duty), statute or otherwise for any indirect losses or Consequential Loss or damage of any kind. “Consequential Loss” means any loss incurred by you which shall include (but not be limited to) pure economic loss, loss of profit, loss of business, contracts, revenues or savings and like loss, including any increased costs and expenses.

Any exclusions from and limitations of liability set out in the Terms and Engagement Summary shall be considered severally. The invalidity or unenforceability of any one term shall not affect the validity or enforceability of any other term.

Our total liability to you in contract, tort (including negligence or breach of statutory duty), statute or otherwise (other than for death or personal injury caused by our negligence) shall be limited to one million pounds (£1,000,000) including any legal or other fees you incur (“the Liability Limit”).

You will not be entitled to assign the benefit or delegate the burden of the Terms or Engagement Summary without our prior written consent.

In the event that any provision of the Terms or Engagement Summary are found to be wholly or partly illegal, invalid or unenforceable, that provision shall be deemed to be struck out and the parties shall in good faith replace the provision with one which reflects as nearly as possible the spirit and intention behind that illegal, invalid or unenforceable provision. No other provision of the Terms or Engagement Summary shall be affected and each shall remain legal, valid and enforceable.

We shall not be liable to you for any delay or failure to perform our obligations as a result of any cause beyond our reasonable control, including but not limited to any industrial dispute.

The Terms and Engagement Summary are governed by English and Welsh law and any dispute arising out of the terms will be subject to the exclusive jurisdiction of the English and Welsh courts.

When the following words with capital letters are used in these Terms, this is what they will mean:

Booking means your booking for the Course as set out in the booking form.

Booking Confirmation has the meaning set out in clause 2,3

Booking Form means the booking form submitted by You to Us.

Commencement Date means the date of commencement of the Course as specified by Us to You.

Capital Law means Capital Law Limited, registered in England and Wales under company number 05841213, registered office and trading address at Capital Building, Tyndall Street, Cardiff, CF10 4AZ.

Content means the written content made available to Delegates.

Course means the training course to be provided by Capital Law to the Delegate(s) details of which are set out in the Booking Confirmation.

Course Materials means the course materials, operating manuals and other documentation and Content made available by Us to You to be used in connection with the Course.

Delegate(s) means the delegate(s) of the Course as authorised by, and registered with, Us in accordance with these Terms.

IPR means all rights to inventions, copyright and related rights, moral rights, trademarks and service marks, trade names, rights to goodwill or to sue for passing off or unfair competition, database rights, rights in confidential information (including know-how and trade secrets), 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 subsist or will subsist now or in the future in any part of the world;

Privacy Policy means Our privacy policy available from Us on request or available from Our website.

Venue means the venue at which the Course is provided as set out in the Booking Confirmation.

You and Your means either (i) the business booking the Course for a Delegate or (ii) the Delegate, whichever the case may be.

2.1 When a completed Booking Form is received by Us with payment details, the requested number of spaces will be reserved for Delegates on the Course. The aggregate Course fees shall be set out on the Booking Form and confirmed by Us prior to acceptance of Your Booking.

2.2 When You submit your Booking Form, this does not mean that We have accepted your booking for the Course. Our acceptance of the Booking will take place as described in clause 2.3. If We are unable to supply you with the Course, we will inform you of this in writing and We will not process the Booking Form.

2.3 These Terms will become binding on You and Us when We issue you with a written acceptance of the Booking (“Booking Confirmation”), at which point a contract will come into existence between You and Us.

2.4 By submitting the Booking Form to Us, you agree that You accept these Terms and that You shall abide by them. If You are a business booking for Delegates to attend the Course, you procure that you shall ensure that the Delegate shall abide by these Terms.

2.5 Failure to provide payment details may result in the rejection of the Booking. We reserve the right to reject any Booking for the Course prior to acceptance for any reason whatsoever and shall not be required to disclosure the reasons for rejecting the Booking.

2.6 Payments of the Course fees must be made by credit or debit card in advance of the Commencement Date, unless You wish to pay on receipt of an invoice, this will be raised in advance of the Commencement Date. You will be required to make payment by credit or debit card for any bookings received less than fourteen (14) days before the Commencement Date.

2.7 You are responsible for the full payment of the Course fees until such time as funding has been received from the Welsh Government (if funding is applicable). The Course fees exclude VAT unless expressly stated otherwise. If the rate of VAT changes between the date of the Booking and the Commencement Date, we will adjust the rate of VAT that you pay, unless you have already paid the Course fees plus VAT in full before the change in the rate of VAT takes effect.

Subject to clause 2.6, Our payment terms are strictly fourteen (14) days from date of invoice unless stated otherwise by Us on the invoice. If you do not make any payment due to Us by the due date for payment, we may charge interest to you on the overdue amount at the rate of three per cent (3%) a year above the base lending rate of Barclays Bank plc from time to time. This interest shall accrue daily from the due date until the date of actual payment of the overdue.

2.8 Amount, whether before or after judgment. You must pay Us interest together with any overdue amount.

3.1- Except for consumer Bookings made pursuant to clause 3.2, to cancel the Booking You must give us notice in writing, by email, post, or fax prior to the Commencement Date and for cancellations:

3.1.1 giving more than four (4) weeks’ notice prior to the Commencement Date, no charge will apply, and You shall receive a full refund for payments made by You to Us (if any);

3.1.2 giving not less than two (2) weeks and not more than four (4) weeks’ notice prior to the Commencement Date, will result in an administration charge equal to fifty per cent (50%) of the aggregate Course fees payable by You to Us. The administration charge shall be invoiced by Us following receipt of the cancellation notice from You. We reserve the right to deduct the administration charge from any payments received by Us from You and we shall account to You for the remaining balance; or

3.1.3 giving less than two (2) weeks’ notice prior to the Commencement date of the course will not attract a refund and we shall be entitled to retain all payments of Course fees made by You.

3.2- Bookings made and paid for by consumers may be cancelled by giving Us notice in writing by email, post, or fax at any time prior to the Commencement Date and You would be entitled to a full refund in respect of any payments made to Us.

4.1- Transfer to another Course can be made subject to the following conditions:

4.1.1 only one transfer is allowed per Delegate.

4.1.2 the transfer request must be sent in writing by email, post or fax prior to the Commencement Date.

4.1.3 payment is made to Us for the original Course, upon receiving payment We will provide a free space for each transferred Delegate on the next available Course unless agreed otherwise with You; and

4.1.4 once Candidates have been registered for exams (if any), a substitute Delegate will not be permitted.

5.1 We shall supply the Course to you on the dates and at the Venue set out in the Booking Confirmation. Where You are to provide the Venue, you shall be responsible (at Your cost) for preparing and maintaining the relevant Venue for the Course and shall provide Us, our agents, subcontractors, consultants and employees such access to the Venue as We may require, in a timely manner and at no charge, for the purposes of providing the Course.

5.2 We shall supply the Course using reasonable care and skill.
We use every effort to complete the Course on time. However, there may be delays due a Force Majeure Event.
See clause 10.1 for Our responsibilities when a Force Majeure Event happens.

5.3 We will need certain information from You that is necessary for Us to provide the Course, for example, the complete name(s) of Delegates. We will contact You about this. If You do not, after being asked by Us, provide Us with the information, or You provide Us with incomplete or incorrect information, we will not be liable for any non-performance or delay where You have not provided this information to Us after We have asked.

5.4 We reserve the right to remove any Delegates from the Course who arrive late or are absent if We feel, in our sole opinion, that they will have insufficient knowledge to complete and pass successfully within the Course time remaining.

5.5 Where a Delegate’s demeanour and or general behaviour affects other Delegates or results in the disruption of the Course, that Delegate may be removed from the Course.

5.6 If We are required to act against Delegates under clause 5.5 and 5.6, the full Course fees remain payable if You are a business.

5.7 For reasons beyond our control, we reserve the right to alter the Course cost, content, lectures, times, date(s) and Venue of the Course prior to the Commencement Date.

6.1 As between You and Us, all IPR and all other rights in the Course Materials shall be owned by Us or Our licensor. Subject to clause 7.2, We licence all such rights to You free of charge and on a non-exclusive, worldwide basis to such extent as is necessary to enable You to make reasonable use of the Course Materials for the purposes of completing the Course.

6.2 We acknowledge that, where We do not own any of the Course Materials, Your use of rights in Course Materials is conditional on Us obtaining a licence from the relevant licensor or licensors on such terms as will entitle Us to license such rights to You.

7.1 This clause 7 only applies if you are a business.

7.2 We only supply the Course and Course Materials for domestic and private use. You agree not to use the Course or the Course Materials for any commercial, business or re-sale purpose, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.

7.3 We shall under no circumstances whatever be liable to You, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Booking.

7.4 Our total liability to You in respect of all other losses arising under or in connection with the Booking, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the aggregate Course fees paid by You to Us.

8.1 This clause 8 only applies if you are a consumer.

8.2 If We fail to comply with these Terms, we are responsible for loss or damage you suffer that is a foreseeable result of Our breach of the Terms or Our negligence, but We are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if they were an obvious consequence of Our breach or if they were contemplated by You and Us at the time, We accepted Your booking.

8.3 We only supply the Course and Course Materials for domestic and private use. You agree not to use the Course or the Course Materials for any commercial, business or re-sale purpose, and We have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.

8.4 We do not exclude or limit in any way Our liability for:

8.4.1 death or personal injury caused by Our negligence or the negligence of Our employees, agents or subcontractors; or

8.4.2 fraud or fraudulent misrepresentation.

9.1 By booking the Course with Us You consent that We may:

9.1.2 process Your personal data (including sensitive personal data) that We collect from You in accordance with Our Privacy Policy.

9.1.3 inform you about similar products or services that We provide, but you may stop receiving these at any time by contacting Us; and

9.1.4 if the Course is subject to external examination, be granted access to review and retain the Course assessment results and (if required) be granted access to Your electronic outlook calendar for the purposes of scheduling appointment and assessment dates relating to the Course. For the avoidance of doubt, we shall not be responsible for scheduling appointment and assessment dates relating to the Course.

10.1- Force majeure

10.1.1 For the purposes of these Terms, Force Majeure Event means an event beyond Our reasonable control including but not limited to strikes, lock-outs or other industrial disputes (whether involving Our workforce or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of Our suppliers or subcontractors.

10.1.2 We shall not be liable to You because of any delay or failure to perform Our obligations under these Terms because of a Force Majeure Event.

If the Force Majeure Event prevents Us from providing any of the Course for more than three (3) weeks, we shall, without limiting Our other rights or

10.1.3 remedies, have the right to terminate the Course immediately by giving written notice to You.

10.1.4 If any part of these Terms is unenforceable (including any provision in which We exclude our liability to You) the relevant part shall be severable and the enforceability of any other part of these Terms will not be affected.

10.1.5 If any of the Terms shall be determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision shall to that extent be severed from the remaining Terms, which shall continue to be valid to the fullest extent permitted by law. You acknowledge and agree to be bound by the terms of Our Privacy Policy.

10.1.6 We may transfer Our rights and obligations under these Terms to another organisation, and We will always notify you in writing if this happens, but this will not affect your rights or Our obligations under these Terms.

10.1.7 Except for Our affiliates, directors, employees or representatives, a person who is not a party to these Terms has no right under the UK Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Terms, but this does not affect any right or remedy of a third party that exists or is available apart from that Act.

10.1.8 If We choose to ignore a breach of any of these Terms on one (1) occasion, we may still take issue with You if You breach the same or any other Term after that breach.

10.1.9 These Terms, together with Our Privacy Policy, set out the whole of Our agreement relating to the supply of the Course to You by Us. Nothing said by any person on Our behalf should be understood as a variation of these Terms or as an authorised representation about the nature or quality of the Course offered by Us. Save for fraud or fraudulent misrepresentation, we shall have no liability for any such representation being untrue or misleading.
These Terms shall be governed by and interpreted in accordance with the laws of England and Wales and the courts of England and Wales shall have exclusive jurisdiction to resolve any disputes between Us.