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Terms and conditions of business sales

Version: April 2024

 

Contact us at: mail@fatherhoodinstitute.org 

Interpretation

The following definitions shall have the following meanings:

 

“the Customer”               means the person, firm, or company purchasing goods and/or services from the Supplier

“Force Majeure Event”     means an event beyond the reasonable control of the Supplier, including strikes, lock-outs or other industrial disputes

                                     (whether involving the workforce of the Supplier 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, inability to procure materials or articles except at

                                     increased prices or default of agents, suppliers or subcontractors

“the Goods”                    mean the goods that the Supplier is to supply to the Customer in accordance with these terms

“Intellectual Property       means any patent, right to an invention, copyright and related rights, trade mark, business name, design right, domain

 Rights"                          name, goodwill, the right to sue for passing off, design right, database right, right to use and protect the confidentiality of

                                     confidential information (including without limitation know-how and trade secrets) and all other types of intellectual property

                                     rights, registered or unregistered, including all applications and the right to apply for renewals or extensions of, and right to

                                     claim priority from, such rights and all similar rights or forms of protection existing or which will exist now or in the future in

                                     any country

“the Services”                 means the services that the Supplier is to supply to the Customer in accordance with these terms as set out in the Service

                                     Specification

“Service Specification”     the description or specification for the Services and dates for the Services to be provided, given in writing by the Supplier to

                                     the Customer

“the Supplier”                 means the Fatherhood Institute (private limited company number: 03709549) (registered charity number: 1075104) whose

                                     registered office is at 57 Chevening Road, London SE10 0LA

“these terms”                 means these terms and conditions as amended from time to time 

“Working Day”                means a day other than a Saturday, Sunday or public holiday in England when clearing banks in London are open for

                                     business

The rules of interpretation apply in these terms. Clause headings do not affect the interpretation of these terms. Except where a contrary intention appears, a reference to a clause is a reference to a clause of these terms.

 

Unless otherwise specified, a reference to a law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it.

 

A person includes a corporate or unincorporated body. Writing or written includes email.

 

Any obligation in these terms on a person not to do something includes an obligation not to agree or allow that thing to be done.

 

Unless the context otherwise requires, (a) words in the singular shall include the plural and in the plural shall include the singular and (b) a reference to one gender shall include a reference to the other genders. Any words following the terms “including”, “include”, “in particular” or “for example” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

Basis of the sale

The Supplier contracts on these terms only, and acceptance by the Supplier of any order from a Customer shall be upon these terms and shall override any other terms and conditions stipulated or incorporated by the Customer in its order or in any negotiations, or which are implied by trade, custom, practice or course of dealing.

 

Variations or representations will only be binding on the Supplier if confirmed in writing by an authorised officer of the Supplier.

 

Any quotation given by the Supplier is only valid for a period of 30 days from its date of issue.

 

The Services

 

All descriptions (a) contained in the Supplier's website, brochure, price list and advertisements or (b) otherwise communicated to the Customer are intended to present merely a general idea of the Services described and shall not form part of the contract or have any contractual force.

 

The Supplier will carry out the Services for the Customer.

 

The Supplier will use its reasonable endeavours to procure that the Services are supplied on time as set out in the Service Specification.

 

Price

 

The price of the Services is as stated on the Quotation and is net of Value Added Tax at the appropriate rate. Where other charges are shown separately from the price of Services, they are nevertheless payable by the Customer at the same time as if they form part of the price and shall be treated as such for the purposes of these terms.

 

The Supplier shall invoice the Customer in respect of:

  • Goods: at delivery or afterwards

  • Services: in agreement with the Head of Training

 

Prices are subject to alteration by the Supplier to those ruling at date of despatch save where a fixed price has been agreed. The Customer will be notified as soon as possible of such alteration. Any quotation for services is based on the work being done in normal working hours and if done in overtime at the Customer's request an additional charge may be made.

 

Cancellation and amendments

 

All requests for cancellations and/or transfers must be received in writing. An appropriate cancellation charge will apply based on the cost of your booking – excluding extenuating circumstances which will be charged at the Supplier’s discretion.

 

The Customer must give at least 14 days’ notice prior to delivery date of the Services of any venue changes.

 

In the event of cancellation of a course by the Supplier, all fees will be reimbursed in full, or the payment will be transferred in full to another Supplier course. The Supplier shall not accept liability for any consequential loss and shall have no liability to reimburse any other costs that may have been incurred, including transport and accommodation costs.

 

Payment

 

Payment shall be made in cleared funds to a bank account nominated in writing by the Supplier within 30 days of the date of the invoice relating to the Goods or Services, unless otherwise agreed with the Head of Training. The Supplier reserves the right to require payment for the Goods or Services prior to delivery. Time for payment shall be of the essence of the Contract.

 

All sums payable by the Customer under these terms shall be made without any set‑off, deduction or deferment of any nature.

 

Delivery

 

The Supplier may deliver by instalments and may treat each delivery as a separate contract.

 

The Supplier will have no liability for delays in delivery caused by a Force Majeure Event.

 

Retention of Title

 

If payment of any sum is overdue the Supplier shall have the right to commence proceedings against the Customer for the price.

 

Limitation of Liability and Customer's obligations

 

The Customer will:

  • Co-operate with the Supplier in relation to the Supplier’s provision of the Services

  • Make the Customer’s premises fit for the provision of the Services

  • Obtain any licences, permissions and consents that are required for the Services

  • Ensure the Supplier’s employees, agents and sub-contractors have safe access as is reasonably required to the Customer’s premises and other assets

 

In the event that the Supplier's provision of the Services is adversely affected by the Customer’s acts, omissions or failure to carry out its obligations (“a Customer Default”), then, without prejudice to the Supplier’s other rights and without incurring liability to the Customer for delay or failure to provide the Services in exercising its rights, the Supplier may suspend provision of the Services until the Customer has remedied the Customer Default, and be relieved from its obligations to perform the Services if the Customer Default adversely affects the Supplier's provision of the Services.

 

Indemnity from the Customer

 

The Customer hereby indemnifies and holds harmless the Supplier against:

  • All claims relating to the Goods or Services sold to the Customer in respect of any loss, damage, or expense sustained by any third party, save only in respect of death or personal injury caused by the negligence of the Supplier or any of its employees or agents

  • Any costs or losses incurred by the Supplier directly or indirectly due to the Customer Default

 

Force Majeure

 

The Supplier shall bear no liability for loss, damage or delay howsoever arising by a Force Majeure Event, and in these circumstances may suspend or cancel the whole or part of any delivery. The Supplier shall endeavour to notify the Customer as quickly as reasonably possible if a Force Majeure Event occurs.

 

Default

 

Without prejudice to any other rights it may have, the Supplier may, by notice to the Customer, terminate any contract between the Customer and Supplier forthwith and/or suspend the supply of Services, and/or immediately recover from the Customer all sums due from the Customer under any contract with the Supplier and any loss caused to the Supplier as a result of any termination, if:

  • Any payment due by the Customer to the Supplier is overdue in whole or in part

  • The Customer commits any breach of any of the terms of any contract with the Supplier and, if the breach is remediable, fails to remedy that breach within 7 days after receipt of notice in writing to do so

  • The other party suspends, threatens to suspend, ceases or threatens to cease to carry on, all or substantially the whole of its business

  • The Customer suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply

  • The Customer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors, other than (where a company) for the sole purpose of a scheme for a solvent amalgamation with one or more other companies or its solvent reconstruction

  • A creditor or encumbrancer of the Customer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days

  • A resolution is passed or a court order made resolving or ordering the Customer to be placed into liquidation or ordering that an administrator be appointed over all or any of its assets

  • A receiver or administrative receiver is appointed over all or any of the assets of the Customer

  • The Customer (being an individual) has a petition in bankruptcy entered against him, dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation

On termination of a contract for any reason:

  • The Customer shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest and, in respect of Services or Goods supplied but for which no invoice has yet been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt

  • Termination will be without prejudice to the parties’ accrued rights

  • Any clauses in these terms that expressly or by implication continue to have effect after termination shall continue in full force and effect

 

Arbitration

 

If at any time any question, dispute or difference whatsoever shall arise between the Supplier and the Customer in relating to or in connection with the contract, either of them shall give to the other notice in writing that it requires such question, dispute or difference to be referred to the arbitration of a person to be agreed upon or, failing agreement within 14 days after the date of such notice, of some person to be appointed on the application of either party by the President for the time being of the Law Society pursuant to the Arbitration Act 1996.

 

Intellectual Property Rights

 

The Customer hereby indemnifies and holds harmless the Supplier against all actions, suits, claims, demands, losses, charges, costs and expenses that the Supplier may suffer or incur in connection with any claim by any third party alleging facts which, if established, would indicate a breach of the representations and warranties contained in these terms.

 

All Intellectual Property Rights in, or arising out of, or in connection with, the Services shall be owned by the Supplier.

 

Miscellaneous

 

No waiver by the Supplier of any breach of contract by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provision of the contract.

 

The parties agree to be bound by these terms, which they consider to be reasonable.  If any clause of these terms is held by any Court or competent authority as invalid or unenforceable in whole or in part the validity of the remainder of these terms and of the remainder of the provisions in question shall not be affected thereby.

 

The Customer shall not assign or transfer any contract to which these terms apply nor the benefit thereof to any person whatsoever.

 

These terms constitute the entire agreement and understanding of the parties and supersede any previous agreement or understanding between them relating to the subject matter of these terms. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Supplier that is not set out in these terms.

 

Any notice given under these terms must be in writing and delivered to the recipient. A notice given under these terms shall be validly served if sent by email.

 

A person who is not a party to these terms may not enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999.

 

These terms shall be governed by and construed in accordance with the laws of England and each of the parties hereto submits to the exclusive jurisdiction of the English Courts as regards any claim or matter arising under these terms.

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