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| Sentia
Training Limited Standard Terms and Conditions 1. Applicability The Purchaser contracts with the Sentia Training Ltd (“Sentia”) on its own behalf and on behalf of persons (Delegates) who are enrolled by the Purchaser on Sentia courses including courses on Sentia premises (Facilities) and on the Purchasers premises (On-site Courses). These terms and conditions supersede and replace any previous agreements, proposals or representations made between the Purchaser and Sentia for the provision of Facilities, and On-site Courses. These terms and conditions shall prevail notwithstanding any terms and conditions contained in any order submitted by the Purchaser. Any variation to these terms and conditions must be agreed in writing by Sentia. The waiver by Sentia of any Breach of any term of this agreement shall not prevent the subsequent enforcement of that term and shall not be deemed to be a waiver of any subsequent breach. 2. Authorisation The Purchaser hereby certifies that unless otherwise notified to and agreed with Sentia all Delegates are employed directly by the Purchaser and undertakes to bring these terms and conditions to the attention of Delegates. 3. Confidentiality and Copyright The Purchaser and Delegate will not: a) Disclose or provide or make available to any person other than the Purchaser or Sentia, or remove from Sentia premises any Sentia materials or copies thereof acquired as a result of receiving Sentia Services without Sentia’s prior written consent. b) Copy in whole or in part any Training materials acquired as a result of receiving Sentia Services except under the supervision of and in accordance with the written instructions of a director of Sentia. NOTE:- Sentia materials and courses are provided for the exclusive use of the Purchaser and Delegates. All rights in such materials and courses are reserved. The recording, copying, loan, unauthorised hire, public showing or broadcasting of such materials and courses is prohibited. 4. Indemnity a) Sentia will indemnify the Purchaser and Delegates against direct injury or death caused by defects in any of Sentia products or by the negligence of its employees. b) Sentia will indemnify the Purchaser and Delegates against direct damage to property caused by any of Sentia’s products or by negligence of Sentia’s employees. Sentia’s liability under this sub-clause shall be limited to £500,000 for any one event or connected events. In no event shall Sentia be liable for indirect or consequential loss suffered by the Purchaser or Delegates arising out of Sentia’s performance under this Agreement. 5. Start Date/Delivery On-site Courses and Facilities Courses will commence on the date specified by Sentia in the confirmation of acceptance issued to the Purchaser. Sentia shall not be liable for any costs or damages suffered by the Purchaser or Delegates as a result of any delays in delivery or the cancellation or postponement of either On-site Courses or Facilities. 6. Warranty All materials are warranted against defects in material and workmanship under normal proper use in their original and unmodified condition for a period of 90 days. If found defective by Sentia within the terms of this warranty, Sentia’s obligation shall be to repair or replace (at its option) the defective product. If Sentia determines the product is not defective within the terms of this warranty, the Purchaser shall pay all costs of handling and return transportation. All replaced products become the property of Sentia. Sentia shall not be liable for any errors or omissions in any material supplied by Sentia. Except as aforesaid all warranties, conditions and representations, express, implied statutory or otherwise and however arising, whether in any written document or in any oral statements made by and on behalf of Sentia with the Customer or its representatives are hereby excluded. All materials, services and technical data delivered are not designed or intended for use in on-line control of aircraft, air traffic, aircraft navigation or aircraft communications, or in the design, construction operation, or maintenance of any nuclear facility. Sentia disclaims any express or implied warranty of fitness for such purposes. 7. Cancellation and Transfers a) The Purchaser agrees to pay Sentia the following charges in the event for whatever reason a delegate fails to attend or withdraws from a course, or that an On-Site course is cancelled or transferred without providing at least fifteen (15) working days written notice prior to the scheduled start date of the course.
b) In the event that in respect of the same booking the Purchaser transfers a delegate for a second time, the Purchaser shall pay to Sentia an amount equal to the cancellation charges which would have been payable had the first transfer in fact been a cancellation. 8. Out of Hours Premium The Purchaser agrees to pay a 25% premium on the Standard List Price for all On-site Courses run outside the hours of 09:00-17:00 Monday to Friday. This premium will be non-discountable. 9. Payment Terms Fees for all Public Scheduled courses, On-site Courses and Facilities are payable by the Purchaser within thirty (30) days of invoice date. Sentia reserves the right to charge the Purchaser additional fees at its then prevailing rates in the event additional Delegates to those originally listed on the order (but not substitutions) attend any Facilities Courses. Such additional places shall be charged in accordance with Sentia’s then current Price List. 10. Export or Re-Export Limitation Regardless of any disclosure made by the Purchaser/Delegates to Sentia of an ultimate destination of the products and/or technical data outside the United Kingdom, the Purchaser/Delegates will not export or re-export from the United Kingdom any such products and/or technical data acquired from Sentia without the Purchaser/Delegates first obtaining the written consent to do so from the appropriate agency of the UK government. 11. Statement of Assurance The Purchaser and Delegates will not export or re-export directly or indirectly, any technical data acquired from Sentia or any products utilising any such data without first obtaining the written consent to do so from the appropriate agency of the UK government when required by an applicable statute or regulation. The Purchaser shall inform his/her employees and Delegates of this requirement and when so required by the Sentia, the above statement shall be separately signed by the Purchaser and the Delegates. Sentia’ Services will not be provided to persons who are unwilling to sign this Statement of Assurance. 12. Patent and Copyright Protection Sentia will, at its expense, defend the Purchaser against any third party claim for infringement of a UK patent or copyright and Sentia will pay all costs, damages and reasonable legal fees that the Purchaser would have to pay the third party as a result of the final award of a court of competent jurisdiction. Sentia’s obligations and liability hereunder are conditional upon: - (i) Giving prompt written notice of any claim of patent, copyright, or trademark infringement made against the Purchaser and all information available to the Purchaser in respect of the claim, (ii) The Purchaser granting Sentia exclusive control of its settlement and/or litigation, and (iii) The Purchaser fully co-operating with Sentia in the defence, litigation or settlement of the claim. Sentia may discontinue without any liability save as specified herein, courses if in Sentia’s opinion such would constitute patent, copyright or trademark infringement. If the course is or in Sentia’s opinion likely to be the subject of a claim, the Purchaser shall permit Sentia at Sentia’s option and expense to (a) procure for the Purchaser the right to use the course previously delivered, (b) replace such courses with an equivalent non-infringing course, (c) modify the course so as to be non-infringing but equivalent, or (d) refund the initial course fee (less a reasonable allowance for use). Sentia makes no warranty against patent, copyright, trademark or trade secret infringement by Derivative courses or Modified courses or by courses if designed to the Purchasers’ specifications or used by the Purchaser in conjunction with other non-Sentia courses and if a claim, suit or action is based thereon, the Purchaser shall defend, indemnify and hold harmless Sentia there from. 13. Assignment The Purchaser will not assign the benefit of this Agreement without obtaining the prior written consent of Sentia. 14. Proper Law The proper law governing this Agreement shall be the Law of Scotland and the forum for settling any disputes under this Agreement shall be the Courts of Scotland. © Sentia, Sentia Training Ltd 2004. |
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