TERMS OF BUSINESS

 

These Terms govern the relationship between you (herein after “the Client” or “you”) and Operational Edge Limited, A Limited Company (herein after The “Company”, “we”, or “our”), together collectively called “The Parties”

 

1. Introduction and Overview

 

1.1 The Company, Operational Edge Limited is a Limited Liability Company registered in England and Wales Company number 04449202, who's registered head office is located at 49 Canterbury Innovation Centre, University Road, Canterbury, Kent, CT2 7FG.

 

1.2 The Company also trades under the name of Safer Edge. Safer Edge is a trading style of Operational Edge Limited.

 

1.3 The Client is intended to encompass any corporate body, sole trader, partnership, or association including but not limited to their agents, directors, members, partners, and employees.

 

1.4 The Parties enter into this agreement in good faith with no duress or unethical intentions or behaviour.
 

1. 5 Any reference to the term “Course” shall relate to open courses or online courses that are provided by the company through the course of business. For the avoidance of doubt, any courses that are provided at the request of a client shall be deemed to be a “project”.

2. Repeal

 

2.1This agreement serves to repeal and replace any prior terms that exist or existed between the parties. For the avoidance of doubt this agreement replaces any verbal, written express, or implied agreements or arrangements between the Parties.

3. Acceptance

 

3.1 After receipt of these Terms of Business you will be deemed to have accepted them in the event that you continue to do any of the following:
              (a) Engage with the Company or any of its representatives, employees, or agents. 
              (b) Use the company website or any of its facilities
              (c) Perform any of your obligations contained within these Terms
              (d) Undertake activities connected with the general performance under this contract
              (e) Use any of the Company services
              (f) Act in a way which leads the Company to believe you have accepted these terms
              (g) Not expressly questioned, revoked, or objected to any term in this agreement
              (h) You continue working with the Company
 

3.2 Acceptance is deemed in the absence of any express objection or revocation by the Client.

 

3.3  In booking, attending, or registering interest for one of our courses via our website, you are also deemed to have read and accepted these terms and all of the limitations and payment information contained within.

4. Services

4.1 The Company provides professional services aligned with risk management industry.
 

4.2 All work to be undertaken by the company will be done so in accordance with these terms and conditions in conjunction with one of the following:
                              a.  The Engagement Letter which will accompany delivery of these terms. Which will outline the project. OR                                         
                              b.  The Booking Email confirming attendance at a course. Which will outline details of the course you are attending.
 

4.3 You have engaged The Company to undertake services on your behalf. In doing so, you hereby accept these terms of services and all limitations contained within these Terms.

 

4.4  In the event that these terms do not accompany an engagement email or booking email pursuant to term 4.2, they will still be deemed accepted and enforceable. These terms at all times are accessible through our website and all Clients are reminded to check online for the latest version of our terms and other company policies.

 

4.5 Work shall be deemed completed upon one of the following:
                              a. Acceptance from the client
                               b. After a period of 5 days no response from the client after work has been                         submitted to them for review.
                              c. The Conclusion of a course or training session.
4.6  Information contained in the Engagement Letter is subject to revision and amendments pursuant to these terms. The Company reserves the right to amend those individuals that are working on a project, any delivery times (including milestones), price, fees, or any other elements associated with a project without the prior consent of the Client. Such changes may only be made providing written notice has been supplied to the Client in advance of any changes that the Client approves.

 

5. Fees (For All Services and Courses)

5. 1 All fees are quoted exclusive of VAT in accordance with the UK VAT level at the time of engagement.  
 

  1.               In the event that the services will cost more than £5000.00 (FIVE THOUSAND POUNDS) the Company will require an advanced payment of 20% before the project commences, which shall be refundable at the sole discretion of the Company. 

 

  1.               All Fees are listed within the Engagement Email are payable within 30 days. The Client may not delay or withhold payment in the event of a dispute.

 

  1.               All Fees listed on the website for courses are required to be paid by one of the following methods:
                                  a. Immediately upon booking
                                  b. Within 30 days by invoice from the company
     

  2.               All courses must be paid in full no later than 5 days before commencement of the course.

 

  1.               Any late payment of fees will incur a late payment penalty of £100.00 after the first 40 days issuing of an invoice, and then a further rate of 8% due until payment of the invoice is made.

 

  1.               The Company reserves the right to waive these late payment fees at their discretion.

 

  1.               Clients are reminded to pay close attention to the payment requirements and instructions attached to their invoice. The Client hereby agrees and understands that certain payment methods may attract and require additional payment fees imposed by       third parties for the purpose of collecting funds. Any third-party fees will be identified on the invoice and must be paid by the Client. 

 

  1.               In the event that an invoice remains outstanding, the Company reserves the right to suspend and/or terminate any future work or projects with the Client.

 

  1. Cancellation (For Course Bookings Only)  

    1.               In the event that the Client books a course with us and wishes to cancel their attendance they are required to give 2 weeks’ notice in advance.

 

  1.               Clause 6.1 applies to each individual delegate or attendee of a course. In the event of group booking each attendee must give 2 weeks’ notice in advance of intention to cancel.

 

  1.               If 2 weeks’ notice is given of your intention not to attend the course a full refund or credit maybe issued back to you or your company (to whichever party made the payment).

 

  1.               If less than 2 weeks’ notice is given the company will not issue any refund or credit and you will still be liable for the full amount due under for course attendance.

 

  1.               In the event of a group booking (or a party sending “delegates” to attend a course) the conditions within 6.3 and 6.4 will still apply for each delegate.

 

  1.               The Company reserves the right to always issue a credit to the Client where the Company would be entitled to retain the full amount payable for the Course.

 

  1. Substitution (For Course Bookings Only) 

    1.               No party may substitute their attendance within 5 days before the course.

 

  1.               Up to 5 days before the course is scheduled a party may change attendee details or information, free of charge.

 

  1.               If the Client wishes to change the attendee within 5 days before the course, the Company reserves the right to charge an administration fee for doing so in the event that it is possible to substitute the attendee.

 

  1. Website Account (For Online Bookings Only)

    1. In order to make a reservation, book a course, or access other features of the website,    you may be required to create a Client  account.

 

  1. Each Client  account is for the sole use of the member who created the account. Sharing of accounts is not permitted under any circumstances. When creating your account, you must provide accurate and complete information.

 

  1. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure.

 

  1. You must notify us immediately of any breach of security or unauthorized use of your account.

 

  1. The Company will not be liable for any losses or damages incurred by you that are caused by any unauthorised use of your account.

 

  1. Client s contacting this website and/ or The Company do so at their own discretion and provide any such personal details requested at their own risk. Your personal information is kept private and stored securely until a time it is no longer required or has no use, as detailed in the Federal Data Protection Act. Every effort has been made to ensure a safe and secure form to email submission process but advise Client s using such form to email processes that they do so at their own risk.

 

  1. This website and its owners use any information submitted to provide you with further information about the products / services they offer or to assist you in answering any questions or queries you may have submitted. This includes using your details to subscribe you to any email newsletter program the website operates but only if this was made clear to you and your express permission was granted when submitting any form to email process. Or whereby you the consumer have previously purchased from or enquired about purchasing from the company a product or service that the email newsletter relates to. This is by no means an entire list of your Client  rights in regard to receiving email marketing material. Your details are not passed on to any third parties.

 

  1. In sending the company or the website your personal information you are consenting to allow the company to contact you subject to the above conditions. Any data held by the company relating to individuals will be stored and destroyed once a period of 12 months of no communication has occurred between The Client  and The Company.

 

  1. Waiver and Release

    1. By this Agreement each party hereto releases the other party hereto from all claims, demands, damages, rights, liabilities, and causes of action of any nature whatsoever, whether at law or equity, known or unknown, suspected or unsuspected, which are related or in any manner incidental to the Lease and which first arise out of transactions and occurrences from and after the Termination Date.  Each party waives and relinquishes any right or benefit which it has or may have under applicable law regarding waiver of unknown claims to the full extent that it may         lawfully waive such rights and benefits.  In connection with such waiver and relinquishment, each party acknowledges that it is aware that it or its attorneys or accountants may hereafter discover facts in addition to or different from those which it now knows or believes to exist with respect to the subject matter of this Agreement or the other party hereto  but that is such parties intention hereby fully, finally, and forever to settle and release all of the claims, disputes, and differences, known or unknown, suspected or unsuspected, which now exist or may exist hereafter between each party.

 

  1. Nothing contained in clause 7.1 will restrict or prohibit the right of recovery for unpaid sums including costs, fees, and expenses, from the Client by the Company due for the Company's performance in connection with these terms.

 

  1.  Limitation of Liability

    1. The Company, including its Directors, Members, Shareholders, Agents, Employees, or Contractors hold no liability as to any damages, actual or anticipated through act or omission resulting from or out of performance under this contract.

 

  1. The Client expressly agrees that the Company accepts no liability. In accordance with the wavier contained herein the Client will hold the Company harmless for any actions arising out of breach, negligence, or any other causes of action from the Company's performance due under this agreement.

 

  1. Nothing contained in these terms will limit the company liability for losses resulting from death.

 

  1. Liability for Statements Made

    1. All statements that are made either verbally, orally, or written by any member,     employee, or agent of the company are not designed to be comprehensive instructions.  Any advice, lessons, or information that is given does not constitute professional legal advance, or professional Information and is used and followed at the Client s own risk.

 

  1. The Company, its members, affiliates, employees, and anyone else associated with it shall not accept any liability for any losses sustained by you for following advice, information, or lessons given.

 

  1. The Company accepts no losses generally from its use or operation of the website. All Client s are free to use the website, its facilities, social media, and all other medium provided through the course of business. The Company strictly waives its liability of any   and all damages sustained by Client s arising out of or through their use of the website or attending any of its courses. Such liability will be restricted to a maximum of £10.00 (Ten Pounds). The Client  hereby acknowledges and accepts that the maximum liability carried by The Company is £10.00 (Ten Pounds).

 

  1. Nothing contained in these terms will limit the company liability for losses resulting from death.

 

  1. No Warranties

    1. The Client expressly accepts and understands that the Company gives no warranties as to the quality of its work. All work is accepted on an “as is” basis.

 

  1.  Indemnification

    1. The Client agrees to indemnify the Company, including its Directors, Members, Agents, Employees, and Contractors for any action brought by themselves for any action arising out of the Companies performance due under this contract.

 

  1. The Client agrees to indemnify the Company, including its Directors, Members, Agents, Employees, and Contractors for any action brought by a third party relating to the Clients performance due under this Agreement. Furthermore, the Client agrees to indemnify the Company including its Directors, Members, Agents, Employees, and Contractors for any action brought brought by a third party generally connected with the relationship between the Parties resulting from any act or omission on part of the Client giving rise to any cause of action by the third party.

 

  1. The Client hereby warrants and agrees that they will indemnify the Company in the situation above including but not limited to any and all expenses such as legal fees, costs, and expenditure in defending any action against a third party.

 

  1. Intellectual Property

    1. Company shall own all rights, titles and interest (including patent rights, copyrights, trade secret rights, mask work rights, trademark rights, sui generis database rights and all other rights of any sort throughout the world) relating to any and all inventions (whether or not patentable), works of authorship, mask works, designations, designs, know-how, ideas and information made or conceived or reduced to practice, in whole or in part, by Client  in connection with Services or any Proprietary Information (as defined below) (collectively as the “Inventions”) and Client  will promptly disclose and provide all Inventions to Company. All Inventions are works made for hire to the extent allowed by law. In addition, if any Invention does not qualify as a work made for hire, Client  hereby makes all assignments necessary to accomplish the foregoing ownership. Client  shall further assist Company, at Company’s expense, to further evidence, record and perfect such assignments, and to perfect, obtain, maintain, enforce, and defend any rights assigned. Client  hereby irrevocably designates and appoints Company and its agents as attorneys-in-fact to act for and in Client ’s behalf to execute and file any document and to do all other lawfully permitted acts to further the foregoing with the same legal force and effect as if executed by Client .

 

  1. Client  agrees that all Inventions and all other business, technical and financial information (including, without limitation, the identity of and information relating to customers or employees) Client  develops, learns or obtains in connection with Services or that are received by or for Company in confidence, constitute “Proprietary Information.” Client  will hold in confidence and not disclose or, except in performing the Services, use any Proprietary Information. However, Client  shall not be obligated under this paragraph with respect to information Client  can document is or becomes readily publicly available without restriction through no fault of         Client . Upon termination and as otherwise requested by Company, Client  will promptly return to Company all items and copies containing or embodying Proprietary Information, except that Client  may keep its personal copies of its compensation      records and this Agreement. Client  also recognizes and agrees that Client  has no expectation of privacy with respect to Company’s telecommunications, networking or information processing systems (including, without limitation, stored computer files, e-mail messages and voice messages) and that Client ’s activity, and any files or messages, on or using any of those systems may be monitored at any time without notice. Client  further agrees that any property situated on the Company’s premises and owned, leased or otherwise possessed by the Company, including computers, computer files, email, voicemail, storage media, filing cabinets or other work areas, is subject to inspection by Company personnel at any time with or without notice.

 

  1. As additional protection for Proprietary Information, Client  agrees that during the period over which it is (or is supposed to be) providing Services (i) and for one year thereafter, Client  will not encourage or solicit any employee or Client  of Company to leave Company for any reason, and (ii) Client  will not engage in any activity that is in any way competitive with the business or demonstrably anticipated business of Company, and Client  will not assist any other person or organization in competing or in preparing to compete with any business or demonstrably anticipated business of Company.

 

  1. If any part of the Services or Inventions is based on, incorporates, or is an improvement   or derivative of, or cannot be reasonably and fully made, used, reproduced, distributed or otherwise exploited without using or violating technology or intellectual property rights owned or licensed by Client  and not assigned hereunder, Client  hereby grants Company and its successors a perpetual, irrevocable, worldwide royalty-free, nonexclusive, sublicensable right and license to exploit and exercise all such technology and intellectual property rights in support of Company’s exercise or exploitation of the Services, Inventions, other work performed hereunder, or any assigned rights (including any modifications, improvements and derivatives of any of them).

 

  1. Website and Social Media

    1. The Company will not be liable for any losses or damages incurred by you resulting from or out of your use of our website.

 

  1. This website and its owners take a proactive approach to Client  privacy and ensure the necessary steps are taken to protect the privacy of its Clients throughout their visiting experience. This website complies to all UK national laws and requirements for Client  privacy.

 

  1. If you believe your intellectual property rights, personal rights, or any other rights have been infringed by any action on social media you are to notify the company as soon as possible so that the company has an opportunity to rectify and/or remove the post.

 

  1. Publications

    1. Any publications, statements, blogs, or writings made by any Director, Member, Employee, Shareholder, Agent, or Contractor is not made in conjunction with advice. Any such statements, publications, blogs or writings are done so on a purely marketing purpose only. Any Client that chooses to act on any information given in any such publications, statements, blogs, or writings does so at their own risk. This includes but is not limited to publications that are made by third parties. Any publications made by           third parties do not substitute the advice issued by the Company on its courses, courses, or in any official publication made by the Company.

 

  1. Course Rules

    1. You acknowledge the existence of and the need for rules and regulations governing your participation in and use of our Courses and Facilities. You agree to comply with any rules and regulations that are communicated to you in any reasonable manner, including by your participation in using our courses or facilities. We reserve the right to modify, amend or supplement any such rules and regulations from time to time in our sole discretion.

 

  1. We reserve the right to add or terminate courses available to you. The hours of course time will be set by us and may be changed at any time in our sole discretion. We are not required to continue any particular programs, facilities, services or equipment and may discontinue, change or modify the same in our sole discretion. We reserve the right to add, eliminate, or alter any program, service or equipment when deemed necessary or desirable in our sole discretion.

 

  1. The Company reserves the right to cancel or amend any course or course times subject to notification of attendees. In the event that a course has to be canceled at short notice            (within 5 days before it is due to occur) The Company will issue a full refund. In the event that the course has to be canceled for any reason whatsoever more than 5 days in advance the Company reserves the right to only issue Client's (attendees) with credit for the course for it to be rescheduled at a later date.

 

  1. The Company, its Directors, Members, Employees, Agents, or Contractors accept no liability for any losses or damages arising out of or from your  participation in a course. This Limitation excludes death. Each Attendee accepts the risks associated with attending such courses pursuant to the notifications and limitation of liability wavier signed in addition to this agreement.

 

  1. The Company, its Directors, Members, Employees, Agents, or Contractors accept no liability for losses or damages arising from any information issued in any of our courses.

 

  1. Grant of Use

    1. In accordance with these Terms, the Client grants to the Company a right to use their logo and/or any identifying objects, slogans, or trademarks associated with their brand, services, or campaigns for use in connection with marketing purposes.

 

  1. Nothing contained within this section gives the Company a right to claim ownership over                such logo's, trademarks, or slogans. Such a grant is permitted as a license. Under the terms of which the Company guarantees not to abuse, misuse, or align the Clients identifying features as connected with anything that could hinder or damage their brand or reputation.

 

  1. Amendment

    1. These Terms of Business maybe amended from time to time by delivering notice to the Client via electronic method and posting notice on our website.

 

  1.  Survival

    1. If a court or honorable member thereof deems any part of this contract invalid, the remaining clauses shall remain in full force and effect.

 

  1. Interpretation

    1. The court is respectfully requested to use the literal interpretation of this contract and the clauses contained within.

 

  1. Service

    1. The service of any documents and notices in connection with this agreement shall be sent in writing to the Companies registered head office at the address contained at the commencement.
       

    2. Any notices to the Client will be sent to their registered head office. Or in the alternative, to an email address in common use by a member, employee, or director of the Client.
       

    3. Any refunds issued by the company will only be provided after written consent and agreement by a member or employee of the company.
       

  2. Termination

    1. The Client shall have the right to terminate this agreement by providing 2 weeks written notice. Such notice will include all reasons for termination. In the event of termination due to a breach by the Company, the Client shall give the Company a period of 7 days to rectify any breach (or associated issues) before formally terminating the contract.
       

    2. Pursuant to section 23.2, in the event that the Client has only engaged the Company for a single project, the Company shall have the discretion to limit or remove the notice period and termination can be agreed by mutual consent between the parties.
       

    3. In the event that the client terminates this agreement for any reason whatsoever the Company will still be entitled to all fees, expenses, and costs incurred in their performance of the contract up to the date of termination, which shall be paid by the Client without offset or deduction.
       

    4. If a Course or project has commenced and through circumstances that are outside of the control or reasonable forseeability of the Company, the Company shall at all times have the discretion to issue either a full refund or credit note for any outstanding work.

 

  1. Jurisdiction

    1. This contract shall be governed by the laws of England and Wales. The Courts within England and Wales shall have complete jurisdiction over the relationship between the parties and this contract.

       

© 2017 by Safer Edge |  Safer Edge is a trading name of Operational Edge Limited Company Number 04449202

99 Canterbury Road, Whitstable, Kent, CT5 4HG

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