Terms and Conditions

TERMS OF ENGAGEMENT:

STANDARD TERMS & CONDITIONS FOR PEARL ONION TRAINING’S OPEN/ IN-HOUSE NON-TAILORED COURSE DELIVERIES

Pearl Onion Training is the training brand of Catalyst Business Advice Ltd (registration number 157317, Vat number 658388971, www.pearlonion.co.uk ).

Pearl Onion runs a number of non-tailored training courses on an open and in-house basis; that is, the course content is as described in the course outline on our website.  The terms below apply to these non-tailored courses.

Provisional to Confirmed Booking

Once a provisional e-mail booking or completed Booking Form (on-line or fax) has been received, an invoice from Catalyst Business Advice Ltd will then be issued, with payment due upon receipt.  Access to the training event will only be guaranteed upon receipt of payment.  We will then send joining instructions to the delegate.

Methods of Payment

Payments by cheque to Catalyst Business Advice Ltd are accepted as are BACS transfers to specified Catalyst Business Advice Ltd bank accounts.

Joining Instructions

Once bookings are confirmed we will e-mail joining instructions to delegates, normally one week prior to the training event.  Details will include pre-course background, directions to the event and facilities and venue information.

Cancellation Fees

Once an e-mail booking or completed Booking Form (on-line or fax) has been received a booking is deemed to be definite.

Cancellation of the booking will incur fees in line with the following scale:

NoticeFee

More than 4 weeks before the scheduled course start dateNo charge

2-4 Weeks25% Course fee

1-2 Weeks50% Course fee

Less than 1 week100% Course fee

Cancellations must be made in writing (e-mail acceptable).

Transfers and Substitutions

Delegate substitutions can be made at any time with no additional fees as long as Pearl Onion Training is made aware of any changes to delegates.  Cancellation fees refer to specific event dates so that transfer to a later date would be deemed as a cancellation.

Failure to Attend

A client will agree to pay the full event fee for any delegate who, for any reason, fails to attend or withdraws during an event without having provided written notice of cancellation.

Rescheduling

Where an event is under-subscribed or for whatever other reason becomes impractical to run, Pearl Onion Training reserves the right to cancel.  Pearl Onion Training will inform clients of the cancellation as soon as possible prior to the scheduled start of the event.  Pearl Onion Training will attempt to remedy the situation as soon as is feasible but will not be subject to any liability for the cancellation.  In the event of such cancellation the client will be entitled to a full refund of course fees or if desired can transfer the booking onto any subsequent event arranged.

Programme materials

Course notes, exercises and manuals provided for use by the delegate at any event are the property of Pearl Onion Training and may not be used for any other purpose without the express permission of Pearl Onion Training in writing.  Programme documentation is only provided for use by delegates attending events and in no circumstances is allowed to be duplicated for use away from a training event.

For further information contact Pearl Onion Training at 01467 681404 or e-mail info@pearlonion.co.uk

TERMS OF ENGAGEMENT:

STANDARD TERMS & CONDITIONS FOR PEARL ONION TRAINING’S TRAINING CONSULTANCY AND TAILORED COURSE DELIVERIES

Pearl Onion Training is the training brand of Catalyst Business Advice Ltd (registration number 157317, Vat number 658388971, www.pearlonion.co.uk ).

Pearl Onion delivers a variety of training consultancy services, and also runs tailored training courses on an in-house basis where the course content is customised to meet the client’s instructions.  The terms below apply to these consultancy services and tailored courses.

1. Introduction

We set out below the terms on which we accept instructions and charge for our training consultancy services, which includes the delivery of bespoke training courses. Our aim is to provide you with a professional training delivery and training consultancy service which meets your requirements in a cost-effective manner.

2. Interpretation

“Us/we/our/Pearl Onion”Means Pearl Onion Training, the training brand of Catalyst Business Advice Ltd (a limited company registered in Scotland under number 157317, Vat No. 658388971, www.pearlonion.co.uk) and includes our employees and associates.

“You/your”Means the client; the person/company (including their employees, agents or representatives) who purchases and/or receives the service(s) from us.

“Services”Means the services, including any goods and materials, as detailed in our letter or other communication to you or between us setting out the basis on which we will work with you. This correspondence will form the basis for our “Letter of Engagement”.

“Letter of Engagement”Details what we have been asked to deliver and when.  The “letter of engagement” may be in any form – for example a letter, email, orally and captured in a note of meeting, or a combination thereof – and will make it clear what we will be delivering for you and when and at what cost.

“Agreement”Means the Agreement between us and you which shall be deemed to incorporate these Terms and the terms included in the Letter of Engagement.

1.Our Services

When you instruct us in a new matter we will acknowledge your instructions and set out the services which we will provide. This acknowledgement (our “Letter of Engagement”) should be read in conjunction with these Terms of Engagement and together they constitute our “Agreement”. If there is any inconsistency between the Letter of Engagement and these conditions, the letter will take precedence.  The Agreement will start on the date you confirm the details of work contained in our Letter of Engagement.

4. Authority to Give Instructions

Unless we are acting for you personally you should tell us at the outset who is authorised to give us instructions. Unless we are advised to the contrary, we will assume that we are authorised to accept instructions from any person whom we reasonably believe to have authority to give instructions to us.

We will and can act on instructions given orally, or via electronic communication.

5. Our responsibilities

We will provide the services in accordance with your instructions. Unless otherwise specified in your instructions, all times, dates and prices are estimates only and may vary as a result of, without limit, the level of changes requested by you.

6. Roles and Responsibilities for Your Work

You are responsible for:

•Ensuring any information you provide is complete and accurate

•Ensuring we have any required access to your premises and suitable space and facilities in which we can deliver the services at the dates and times agreed

•Being on time to any planned meetings or events

•Making any payments due to us in a timely manner

We are responsible for delivering the services with all reasonable skill and care, and in full compliance of relevant established professional standards.

Any training courses delivered are intended to give an overview. They are not intended to be a definitive or comprehensive guide, or act as a substitute for taking proper HR or legal advice.

Pearl Onion Training is not a firm of accountants and therefore is not regulated by the Institute of Chartered Accountants of Scotland. Use of our services does not create an accountant-client relationship.

7. Access and Communication

We are contactable on working days between 09.00 and 17.00.

All telephone calls will be responded to as soon as possible and usually on the same day the call is received. All other correspondence will be responded to within 48 hours of receipt unless it is not practicable to do so. All communication will be via electronic means unless you specifically request otherwise.

8. Fees

Our fees and charges will be calculated on the basis set out in our Letter of Engagement or as otherwise agreed with you and are based on the time and skills required to carry out the work.

Unless otherwise stated our fees exclude any third party costs or the costs of materials which are not yet known but will form part of the Services, which if applicable will be agreed separately. Third party costs may include without limit: training materials, room hire, equipment hire, printing, postage and carriage.

We will maintain a record of the time spent on your work.

Unless we agree otherwise, our charges are calculated by reference to the time spent on a matter.  Time is charged in units of one day or parts thereof.  Reasonable travelling and waiting time may be charged at the normal rate.

Our rates are subject to periodic review.  If our rates are varied we will notify you of the changes in writing and confirm the date the changes will take effect from.

Expenses will be charged in addition to the price for the Services and may include, without limitation, mileage charged at HM Revenue and Customs current rates, air or train fares as appropriate, and hotel/ living expenses charged at cost. All expenses will be agreed prior to being incurred.

All sums due will be subject to any applicable UK taxation, including where relevant VAT.

For the avoidance of doubt, unless otherwise provided in our Letter of Engagement, and except as otherwise provided herein, you shall pay for any additional charges which are incurred as a result of:

1.Additional work you have required or requested including, without limit, additional meetings, reviews, reports or any changes requested by you which are outside the scope of this Agreement; and/or,

2.Delays caused by you or your 3rd party suppliers or matters otherwise outside our reasonable control.

Such charges shall be in addition to all other amounts payable under this Agreement, despite any maximum budget, contract price or final price identified herein.

9. Billing and Payment

Payment for the Services will be required within 14 days of the date of our invoice. Where the Services requested are lengthy or complex or involve managing 3rd party costs on your behalf we reserve the right to request a deposit or stage payments, which if applicable will be detailed on our Letter of Engagement. It is our standard practice to bill all outstanding fees on a regular basis throughout an assignment.  This will usually be monthly unless otherwise agreed with you.

Payment can be made by cash, cheque or direct bank transfer. Where payment is made by cheque the cheque should be made payable to Catalyst Business Advice Ltd. Bank details for direct bank transfers can be made available on request.

Where we have submitted work requiring your comment/approval prior to completion you are requested to respond within 14 days. After this time, if you have not contacted us, we reserve the right to invoice you for the full amount quoted.

If an invoice or part thereof remains outstanding after 14 days from the date of delivery, we reserve the right to charge interest and/or suspend work on all matters on which we are advising you and/or terminate our retainer.  In addition, all our invoices will become immediately due and payable.

Any queries relating to an invoice must be received within 7 days from the date of the invoice. Until a query is resolved you remain liable to pay the undisputed part of an invoice within the original timescale detailed on it.

If payment is in arrears, late payment charges will be levied on a daily basis at 5% above the then current Bank of England base-lending rate. We reserve the right to levy additional charges for late payment, including an administration fee of £40 for each notice of late payment we issue to you and will take all action required to recover any sums outstanding.  Invoices overdue by more than 90 days will be passed to our solicitors for recovery plus any related costs and expenses.

10. Electronic Communication

Our preferred method of communication is email.  Unless you specifically request otherwise, we will correspond by means of electronic mail.  Both parties agree to accept the risks of using electronic mail, including but not limited to the risks of viruses and unauthorised access. We both agree to take reasonable steps to avoid viruses and unauthorised access.

11. Confidential Information

Each party acknowledges that in connection with this Agreement it may receive certain confidential or proprietary technical and business information and materials of the other party (“Confidential Information”). Each party, its associates and employers shall hold and maintain in strict confidence all Confidential Information, shall not disclose such Confidential Information to any third party and shall not use any Confidential Information except as may be necessary to perform its obligations under this Agreement except as may be required by a court or governmental authority of competent jurisdiction. Notwithstanding the foregoing, Confidential Information shall not include any information that is in the public domain or becomes publically known through no fault of the receiving party, or is otherwise properly received by a third party without obligation of confidentiality.

Nothing in this clause shall restrict either party, subject to obtaining the permission of the other, from discussing the existence of this Agreement, the nature of the Services to be delivered under it or the nature of the relationship between the parties.

We will comply with the relevant Data Protection laws in storing and processing any personal information you provide to us.

12. Intellectual Property

You will have the full right and licence to use copies of materials we create for you for the particular purpose for which they were prepared.  However, all copyright and other intellectual property rights in all documents, reports, written or electronic advice or other material provided by us to you remains with us.  If you wish to use copies of these materials for purposes other than those for which they were prepared, you will require our written permission.

13. Papers, Documents and Electronic Communication

You agree that we may store documents and papers electronically.  It is important that you keep all documents that relate in any way to the matter in respect of which you have instructed us.  This also includes but is not limited to electronic data such as emails.  At the conclusion of a matter we are entitled to retain all your papers and documents while there is money owing to us for our charges and expenses.

We will retain our files of papers (except for any of your papers which you ask to be returned to you, or which we decide to return to you) for a minimum of 6 years from the completion of the matter (or such longer period as we advise in writing when we close your file) after which they may be destroyed without further notice.

14. Termination of Instructions

You may terminate your instructions in writing to us at any time.

Consultancy Services

Consultancy Services may be cancelled on receipt of 30 days’ notice. Where you give less than 30 days’ notice you will be liable to pay us, in addition to the fees for all work undertaken and for all expenses incurred up to the date of termination, a payment of 50% of any fees that would have been due in the next 30 days had the instructions not been cancelled or where no timescales have been specified, 50% of the remaining instructions’ value.

Bespoke Training Courses

If Bespoke Training Courses are cancelled by you the following charges will apply:

NoticeFee

More than 4 weeks before the scheduled course start dateNo charge

2-4 Weeks25% Course fee

1-2 Weeks50% Course fee

Less than 1 week100% Course fee

We reserve the right to vary or cancel a course where the occasion necessitates. Our liability in these circumstances shall be limited to refunding any fees already paid in respect of the course.

A request to reschedule a course will be treated as a request to cancel the course and rebook under a new order for work.

All cancellation requests must be received and agreed in writing by us. The date on which the letter or email is received by us will be deemed as the date the request has been made.  For the avoidance of doubt this clause applies to all orders, even in circumstances where Agreement signature takes place within 30 days of the proposed start date for the Services.

15. Liability

Neither party shall be liable for any indirect or consequential losses or expenses, including but not limited to loss of or damage to anticipated profits, contracts, reputation, goodwill, labour costs or losses or expenses arising from 3rd party claims.

To the fullest extent permissible in law and except as expressly provided herein, we will not be liable by reason of breach of contract, negligence or otherwise for any loss of any kind occasioned to any person acting, omitting to act or refraining from acting in reliance on course materials, presentation of a course, information, advice or recommendations supplied as part of the Services, whether in writing or verbally, or for any loss incurred as a result of our failure to ensure that any form or document generated from the Services is appropriate and complete in all respects for the purpose to which the form or document is to be used.

Notwithstanding the above and save in the case of death or personal injury cause caused by negligence for which the liability of the parties shall be unlimited, our liability under this Agreement shall be limited to the fees charged or £1,000 whichever is the lesser.

16. Force Majeure

If either party is subject to an event of Force Majeure, that is circumstances outside its reasonable control, including but not limited to war, fire, industrial disputes or civil commotion, it shall notify the other and the first party’s obligations under these Terms shall be suspended until it notifies the other party of the end of such event of Force Majeure.

17. General

This Agreement represents the entire Agreement between the parties in respect of the Services and shall prevail over any conditions contained or referred to in any of your documents or otherwise.

If any part of this Agreement is found to be void or un-enforceable by any Court of competent jurisdiction, such part shall be severed from this Agreement, which will otherwise remain in full force and effect.

These Terms shall remain in force until altered in writing and signed by both parties.

The failure by us at any time or for any period to enforce any one or more of these Terms and Conditions shall not be a waiver of them or a waiver of the right to enforce such Terms and Conditions on a future occasion.

You may not assign this Agreement or any rights or obligations under it without our prior written consent.

Unless otherwise agreed and subject to the application of the then current prices, these Terms of Business shall apply to any future instructions given by you to us.

18. Legal status

The relationship between us shall be that of principal and independent self-employed contractor and not in any way that of employer and employee. This Agreement is non-exclusive, either party being free to engage in any business of its choosing with any establishment of its selection. Nothing in this Agreement shall create a partnership or joint venture between us and save as expressly provided in this Agreement neither of us shall enter into or have authority to enter into any engagement or make any representation or warranty on behalf of or pledge the credit of or otherwise bind or oblige the other.

19. Applicable Law

Our relationship with you will be governed by Scottish law and will be subject to the exclusive jurisdiction of the Scottish courts.

20. Acceptance of Terms

As confirmation that you would like us to proceed on the above basis and that you accept our terms of engagement, please sign and date a copy of this document and return it to us.

If you do not return the copy of these terms of engagement countersigned within 14 days but we do proceed with the matter you will be deemed to have accepted our terms and conditions as if you had countersigned and returned a copy of these terms of engagement, pending an express written termination of our instructions or our declining to act further.

If you are unclear about anything in the terms of engagement please do not hesitate to contact us on 01467 681404 or e-mail info@pearlonion.co.uk .