Terms

a)  These Terms and Conditions of Business shall form part of the contract between the Client (referred to as ‘you’ or ‘your’) and Imaginative Training and Development Limited (referred to as ‘us’, ‘we’ or ‘our’) for the supply of professional services agreed.

b)  We comply with Imaginative Training and Development Ltd’s Professional Code of Conduct.

c)  Training will be provided at the time, location and on the date(s) agreed.

d)  We are an equal opportunities organisation and do not discriminate against anyone.

2. Fees and charges

a)  Fees will be charged on the basis set out in the letter of engagement. Fees will normally be charged separately for each category of work and are usually charged at mutually agreed daily rates, or part day thereof.

f)  Any agreed expenses, such as business mileage, will be invoiced after completion of the assignment.g) If the allocated time for an editing assignment is exceeded, additional hours or days will be charged at mutually agreed daily or hourly rates as defined in the letter of engagement or agreed in writing with you prior to the start of the assignment. h) We review our fees periodically. The fee rates used in the letter of engagement are our current rates. Our fee basis will always be agreed with you before we start work. Any future rate adjustments will be notified to you at least one month before we apply the new rates. Charges agreed will be held until 31 December 2014.

3. Expenses

a) We may ask you to reimburse us for reasonable out of pocket expenses that may be incurred at your request in connection with the assignment, including (where appropriate) travel and overnight subsistence and the cost of providing specialist equipment, goods and materials. Wherever possible such expenses will be agreed upfront with you. 

4. Invoicing and payment

a) Invoices for fees and any expenses are payable within 14 days of the date of the invoice.

b) Please raise any queries concerning an invoice within seven days of the invoice date. Wherever possible payment should be made by BACS transfer.

c) In the event that invoices are not settled in full in accordance with these Terms, we reserve the statutory right to charge interest under the Late Payment of Commercial Debts (Interest) Act 1998 and the guidelines published by The Better Payment Practice Group.

5. Information Disclosure

a) We request that you disclose to us all information which is necessary for the satisfactory running and completion of the assignment or which, in our reasonable opinion, is relevant to the assignment.

b) You represent that, to the best of your ability and in good faith, all information disclosed to us is accurate and that any written materials supplied may be used as part of the assignment without breach of any third party copyright or registered trademarks.

c) You must notify us straightaway if you become aware of any matters, facts or circumstances that directly or indirectly affect the assignment or appear inconsistent in any way alongside information already provided, if that original information becomes misleading or inaccurate.

d) We acknowledge that you will endeavour to ensure that information provided to us is accurate and statistics are up-to-date (where relevant).  No liability is accepted for any error, omissions or mis-statements provided in our written materials, or opinions expressed as part of training discussion exercises.

e) Background research materials that you provide should not infringe anyone else’s copywrite.

6. Confidentiality

a) All work carried out is fair, impartial and confidential (where appropriate). 

b) We confirm our commitment to promoting confidentiality and will not disclose information concerning you or your business to any third party without your written consent, unless otherwise required by law, a Court of competent jurisdiction or by governmental or regulatory authority.

c) We comply with the Data Protection Act 1998.

7. Ownership

a) All training materials remain the intellectual property of Imaginative Training and Development Ltd.

b) You will own the deliverables of the assignment, which shall not include any proprietary products or methods which we may use in the course of the assignment. We may retain copies for quality assurance purposes.

c) Subject to our obligations of confidentiality, both parties shall be free to apply the concepts and techniques used and developed on the assignment. As freelance training consultants, we may continue to perform similar services for other clients using our general knowledge, skills, experience and personnel.

8. Liability

a) We undertake to exercise due care in the performance of the assignment in accordance with applicable professional standards. Our objective is to provide a high quality professional service that fully meets your expectations and requirements.

b) We hold a current Certificate of Professional Liability Insurance to cover any civil liabilities arising from our professional activities.

9. Suspension and termination

a) You may, at any time, terminate the assignment by giving us not less than twenty one days written notice of your intention to do so.

b) Where training packages have been produced for a specific purpose, you will be charged.

c) If you need to cancel the delivery of a bespoke training course the following cancellation fees will apply:

• Within six weeks of course: No cancellation fee applies
• Within four weeks of course: 50% of the course fee
• Within three weeks of course: 75% of the course fee
• Within two weeks of course: 100% of the course fee

d) We may suspend the assignment if, in our reasonable opinion, material circumstances adversely affect the performance of our obligations under the contract, or where we reasonably determine that there has been a material non-disclosure of information by you or material changes in circumstances which significantly alter the scope and/or nature of the assignment.

e) We may, by giving you notice in writing, terminate the assignment forthwith if:

• the period of suspension as described in clause 9.b) exceeds thirty days; or
• you commit a breach of the contract and fail to remedy this within seven days of being notified in writing by us; or
• you compound with or negotiate for any composition or compromise with your creditors or are unable to pay your debts within the meaning of Section 123 of the Insolvency Act 1986.

f) If the contract is terminated:

• Each party shall return to the other party, any property belonging to each other in our/your possession at the time of termination; and
• you must pay forthwith all fees and expenses in respect of all professional services performed by us under the contract up to the date of termination, together with all reasonable costs and expenses incurred by, in connection with, and in consequence of, the termination of the contract.