During the continuance of the Agreement into which this document is incorporated (the 'Agreement'), St John Ambulance ('SJA'), Registered charity no. 1077265/1, A company registered in England no. 3866129, Registered office: St John's Gate, Clerkenwell, London EC1M 4DA, shall supply and the Purchaser shall purchase subject to these SJA Training Supply Terms. Definitions in the Agreement (which Agreement includes any schedule and/or any appendix thereto) shall also apply in these SJA Training Supply Terms. In the event of any conflict between these SJA Training Supply Terms and the terms of the Agreement, the terms of the Agreement shall take precedence.
The Services, the Specifications, and the related Prices are set out in the Agreement and/or its Schedules (the 'Schedules') or Appendices (the 'Appendices').
2.1. No terms or conditions endorsed on a Purchaser's order, specification, or similar document will form part of the contract between the parties. By placing an order, the Purchaser acknowledges the applicability of the SJA Training Supply Terms.
2.2. SJA and the Purchaser shall agree times and places for the performance of Services which shall generally be set out in the relevant Schedule and/or Appendix. Otherwise, SJA shall use its reasonable endeavours to perform them within a reasonable time in the circumstances.
2.3. Failure to notify of any delay shall not on its own entitle the Purchaser to terminate the contract or withhold payment against SJA's invoice. Unless otherwise agreed in writing with SJA, the Purchaser shall not be entitled to cancel any order for Services once the first performance of the Services has been performed by SJA.
2.4. Purchasers may be asked to make payment in advance for Services against SJA's pro-forma invoice or provide a suitable credit reference or such other proof of creditworthiness as SJA may require at its sole discretion before supply.
3.1. It is the Purchaser's (employer's) responsibility to ensure that students are free from any condition which would affect their capability to undertake their chosen course, and that they have the aptitude to cope with an intensive course of study. SJA welcomes students with disabilities but it remains their employer's responsibility to ensure that they are appropriately supported in their workplace. SJA should be provided in advance (and for setting up purposes) notification of any assistance that a student is likely to need during the running of a course. If SJA decides that a student has not achieved the learning outcomes of the course and/or the assessment standard (ie. they are referred), then they will subsequently be offered a free reassessment. Any further training or coaching over and above that provided on the course may be charged for.
3.2. To be eligible to attend an HSE two-day Requalification course, students must present a valid First aid at work certificate.
3.3. The Purchaser (the employer) acknowledges that if a Student arrives late for a course or is absent from any session, SJA reserves the right to refuse to accept the Student for training, if it decides in its sole discretion that the student will gain insufficient knowledge or skill in the time remaining. In all such cases, the full course fee remains payable. To conform with Health & Safety Executive (HSE) requirements for statutory certificates, attendance at all sessions is mandatory.
Unless subject to separate agreed arrangements, the Purchaser shall pay SJA within 30 days of the date of SJA's invoice. If the Purchaser fails to make payment on the due date, SJA shall be entitled to charge the Purchaser interest at the annual rate of 3% above the base rate of Barclays Bank plc. Unless otherwise agreed with SJA or required by law, the Purchaser shall not be entitled to make any set off in respect of amounts due to SJA. All course fees are subject to the current rate of VAT (valid exemptions only).
Each party acknowledges and agrees that any and all information concerning the other's business or the terms of the Agreement including these SJA Supply Terms is confidential (hereinafter referred to as 'Confidential Information') and each party agrees that it shall not permit the duplication, use or disclosure of any such Confidential Information to any person (other than its own employee, agent or sub-contractor where the same requires such information for the performance of the Agreement) unless such duplication, use or disclosure is specifically authorised in writing by the other party, or is required by the operation of Law. Confidential Information does not include information, which at the time of disclosure is generally known by the public (other than by the unauthorised act of the disclosing party). The parties shall take all reasonable steps to ensure that their employees, agents and sub-contractors keep Confidential Information confidential.
7.1. Each party confirms that it owns, or has all necessary rights in the use of, all intellectual property in relation to the Services and each acknowledges that such intellectual property shall remain the property of, or the rights in the use of shall remain with, the originating party, unless otherwise agreed in writing between the authorised representatives of SJA and the Purchaser.
9.1. SJA warrants to provide Services with all the care and skill to be expected of a qualified and competent contractor experienced in undertaking services of the same kind as the Services.
9.2.2. the Purchaser failed to notify SJA of the defect within 14 days of the supply.
11.2. Subject to Clause 11.1 SJA will be under no liability to the Purchaser whatsoever (whether in contract, tort (including negligence), breach of statutory duty, restitution or otherwise) for any damage or direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and like loss) howsoever caused.
11.3. Subject to Clauses 11.1 and 11.2, SJA's aggregate liability under this Agreement (whether in contract, tort (including negligence), breach of statutory duty, restitution or otherwise) for any damage or direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and like loss) howsoever caused will be limited to the amount paid for the Services concerned.
Where the Purchaser is a Public Authority as defined in the Freedom of Information Act 2000 ('the FOIA') it agrees to notify SJA immediately if it receives any FOIA request for information regarding SJA or its business, and it agrees to consult with SJA regarding the application of any exemptions under the FOIA in relation to such request. SJA agrees to cooperate with the Purchaser in relation to the FOIA.
In the event of a dispute concerning the Goods or Services the parties shall use their reasonable endeavours to resolve it as soon as practicable. If they fail to do so within 14 days, the parties shall try to agree on and implement a method of dispute resolution. If they fail to agree such method within 14 days, the parties confirm that the dispute will then become subject to the exclusive jurisdiction of the English courts.