Business Terms & Conditions

Terms And Conditions For The Supply Of Goods & Services From EQworks

Last updated: April 15th, 2020.

DEFINITIONS

    1. In these Terms the following words have the following meanings:
      1. Assessment means any of the questionnaires or tests made available by the Company or the Client to a Participant further to this Contract;
      2. Assessment Data means any data relating to the Participant (including Personal Data) collected through the Participant’s use of the Products or Assessments;
      3. Participant means any respondent to any Assessment, a coachee or attendee of a course supplied by the Company;
      4. Client means the person(s), organisation or company who purchases the Products and/or Services from the Company or is otherwise given access to the Company’s Products and/or Services;
      5. Company means EQworks / RED E4 Consulting Limited registered in England under company registration number 05063288 and with registered address at Unit 3, 1st Floor North Cavendish House 369-391 Burnt Oak Broadway, Edgware, Middlesex HA8 5AW;
      6. Contract means any contract in the form of an agreement – including but not limited to formal order confirmations – entered into between the Company and the Client further to an Order for the sale and purchase of the Products and/or Services, incorporating these Terms;
      7. Data Protection Laws means the UK Data Protection Act 1998;
      8. Ethical Guidelines means the guidelines for the Ethical use of psychometric assessment instruments offered by the Company;
      9. Force Majeure means any event affecting the performance by the Company of its obligations under the Contract arising from acts, events or omissions beyond its reasonable control, including: acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, storm, earthquake, epidemic, lockouts, strikes or other labour disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials;
      10. Identification Data means any data relating to the Participant collected during the Client’s use of the Products, or collected by the Company during the Client’s use of the Products used to identify a Participant and may include the Participant’s name, email address and other contact details;
      11. IP Rights means copyright, rights to inventions, related rights, trademarks, service & trade marks, strap-lines,  trade, business, domain names, patents, proprietary models (including the 6 Pillars), techniques, tools, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights specifically in the A.R.T. model/Advanced Relationship Test, assessment questions, assessment aspects and sub-aspects, assessment scoring and other related algorithms and design, Output, rights in computer software, algorithms, database right, topography rights, moral rights, rights in confidential information (including know how and trade secrets), and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extension of such rights, and all similar or equivalent rights or forms of protection in any part of the world;
      12. Order means a request or order for the supply of the Products and/or Services placed by the Client with the Company;
      13. Output means any reports the Company produces and provides to the Client: (i) about Participants; or (ii) further to any consultancy Services undertaken by the Company;
      14. Personal Data means shall have the meaning ascribed to it in the UK Data Protection Act 1998 and includes sensitive personal data;
      15. Privacy Policy means the privacy policy displayed on the Website;
      16. Products means any products or systems including but not limited to the Programmes supplied to the Client by the Company (including any part or parts of them);
      17. Program(mes) means any training, courses and coaching sessions offered by the Company; whether delivered by the Company as public or in-company sessions.
      18. Services means any services provided to the Client pursuant to a Contract or otherwise including without limitation: i) the provision of access to or links to Products or Services; ii) and/or Programmes to be supplied to the Client by the Company (including any part or parts of them); and/or iii) other services related to the Products;
      19. Taxes means any sales, use, consumption, value added, withholding or similar tax whether chargeable in the United Kingdom or by a jurisdiction or taxing authority outside of the United Kingdom;
      20. Terms means these terms and conditions of supply of services;
      21. Website means www.EQworks.co.uk;

 

  1. TERMS
    1. The Contract embodies the entire agreement between the Company and the Client in respect of the matters referred to in it and supersedes any previous agreements between the parties.
    2. If the Client places an Order, the Order shall only be deemed to be accepted when the Company issues written confirmation of the Order at which point and on which date, the Contract shall come into existence.
    3. If the Client requests the supply of Products or Services the Client will be deemed to have accepted these Terms which shall be incorporated into the contract.
    4. These Terms apply to the Contract to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing, except to the extent that such terms cannot be excluded in accordance with applicable law.
    5. Any quotation given by the Company shall not constitute an offer. Each Order by the Client from the Company shall be deemed to be an offer by the Client to purchase Products and/or Services subject to the Contract.

 

  1. ORDER ACCEPTANCES
    1. The Products or Services must be used in compliance with the Ethical Guidelines, which are subject to change without prior notice. The Company reserves the right to refuse to supply Products or Services to the Client and/or suspend access to the Products or Services if the Client fails to comply with the Ethical Guidelines.
    2. No Order placed by the Client shall be deemed to be accepted by the Company until a written acknowledgement of Order is issued by the Company or (if earlier) the Company delivers the Products and/or Services to the Client on which date the Contract comes into existence.
    3. The Client is responsible for ensuring that any purchase orders or other internal requirements of the Client are processed prior to placing an Order with the Company. If a purchase order is not available a Client may be asked by the Company to fill in the ‘PO-Agreement of works’ document and sign as a budget authoriser to say they have the authority and the budget to initiate the delivery of the Services.
    4. Any quotation is given on the basis that no contract will come into existence until the Company despatches an acknowledgement of Order to the Client. Any quotation is valid for a period of 30 days provided that the Company has not previously withdrawn or adjusted it.
    5. The Company, at its absolute discretion, may require a Client to pay at the point Orders are accepted by the Company.

 

  1. DESCRIPTION
    1. The descriptions of the Products and/or Services are set out in the Company’s statement of work, quotation, brochure, Website or other applicable literature. All drawings, descriptive matter, specifications and advertising issued by the Company are published for the sole purpose of giving an approximate idea of the Products and/or Services described in them. Such literature shall not form part of this Contract.

 

  1. DELIVERY
    1. The Company shall deliver the Products and/or Services to/at the location set out in the Order at any time after the Company notifies the Client that the Products and/or Services are ready.
    2. Any dates quoted for delivery of the Products and/or Services are approximate only, and the time of delivery is not of the essence. The Company shall not be liable for any delay in delivery of the Products and/or Services that is caused by a Force Majeure event or the Client’s failure to provide the Company with adequate delivery instructions or any other instructions that are relevant to the supply of the Products and/or Services.
    3. In the event that the Products and/or Services are not delivered within the quoted dates for delivery or to the agreed standard, the Customer must inform the Company of the non-delivery of the Product and/or Services within seven days of the quoted delivery date.

 

  1. PRICE
    1. Unless otherwise agreed by the Company in writing, the price for the Products and/or Services shall be those set out in the Company’s offer or current price list, valid as at the date of Order, as available on request from the Company.
    2. The price for the Products and/or Services shall be exclusive of any costs or charges relating to postage, packaging, insurance, transport, and/or any applicable import and/or export duties which shall be paid for by the Client.
    3. All amounts payable by the Client under the Contract are exclusive of amounts in respect of any Taxes chargeable from time to time. Where any Taxes are due on any taxable supply under the Contract by the Company to the Client, the Client shall pay to the Company such additional amounts in respect of Taxes as are chargeable on the supply of the Products and/or Services at the same time as payment is due for the supply of the Products and/or Services.
    4. Prices and specifications of Products and/or Services are correct at the time of publication in our catalogue or other relevant literature but are subject to change without notice.

 

  1. PAYMENT
    1. Unless specified otherwise, invoices are due for payment within 30 days of the invoice date without any deductions including, but not limited to, bank charges. Time for payment shall be of the essence.
    2. The Company reserves the right to introduce a reasonable fee for the settlement of amounts due by credit card; any such fee will be disclosed on the Company’s current price list or on its Website.
    3. If the Client fails to pay the Company any sum due, the Client will be liable to pay interest to the Company on such sum from the due date at the rate of the lesser of 3.0% per month or the maximum allowed by law.
    4. The Company shall be entitled to withhold delivery of any Products and/or suspend any of the Services or Terminate the contract if the Client fails to pay to the Company any sum by the due date. The Company shall incur no liability in respect of such withholding of delivery or cancellation. Upon such cancellation and without prejudice to any other right that the Company may have, the Client shall be liable to pay any outstanding sums owed to the Company, damages for breach of contract and any costs incurred by the Company associated with the recovery of such sums.
    5. If the Client deducts an amount in respect of Taxes that the Client is obliged to withhold, that amount shall remain payable by the Client to the Company until the Client has provided evidence to the Company that the Client has paid the amount of the withholding to the respective Tax or other Government authority.

 

  1. CANCELLATION OF ORDERS AND RETURN OF PRODUCTS
    1. An accepted Order may only be cancelled or varied with the Company’s written consent, which consent may be granted on payment of the cancellation fee set out in this condition 8 or in the appropriate appendices. Such consent shall not in any way prejudice the Company’s right to recover from the Client full compensation for any loss or expense arising from such cancellation or variation.
    2. The Company will not accept any Products for return without prior notice and such request must be received in writing within 30 days of despatch by the Company and such product will be returned to the Company within two weeks of such authorization having been given by the Company. No request for return or exchange of Products can be considered unless they are tendered to the Company in unaltered condition. Returns should be despatched by the Client via traceable means to provide proof of despatch and delivery.
    3. Services delivered by the Company but not utilized by the Client or Participants will not be refundable.
    4. Any complaint made by the Client must be received by the Company within 30 days after the date of delivery of the Products or Services.
    5. Nothing in this condition 8 shall prejudice any disclaimer of liability by a party elsewhere in the Contract.

 

  1. CLIENT’S OBLIGATIONS
    1. The Client represents, warrants and undertakes that it shall:
      1. ensure that it uses the Products and Services in accordance with the Ethical Guidelines;
      2. not copy, reproduce, modify or adapt, translate, disassemble or, reverse engineer, create derivative works from, frame, mirror, republish, download, display, transmit, sell, lend or distribute all or any portion of Product and/or Services (as applicable) in any form or media or by any means, except as permitted in accordance with the Contract;
      3. administer the Products and/or any Services (including any related materials), in compliance with all relevant laws, procedures or guidelines applicable in the jurisdiction in which the Services are being administered and/or delivered;
      4. comply with applicable law with respect to the Contract; and
      5. that it enters into the Contract as a business customer and is not a consumer for the purposes of any consumer protection regulation.

 

  1. LIMITATION OF LIABILITY
    1. The following provisions set out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Client in respect of any breach of the Contract and any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.
    2. Nothing in the Contract excludes or limits the liability of the Company for (a) death or personal injury caused by the Company’s negligence or the negligence of its employees, agents or subcontractors; (b) fraud or fraudulent misrepresentation (c) breach of the terms implied by s.2 of the UK Supply of Goods and Services Act 1982, (d) breach of the terms implied by s. 12 of the UK Sale of Goods Act 1979; or (e) defective products under the UK Consumer Protection Act 1987.
    3. Subject to conditions 10.2:
      1. the Company shall not be liable to the Client whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for loss of profit, loss of goodwill, loss of data or any indirect or consequential loss arising under or in connection with the Contract; and
      2. any liability of the Company for non-delivery, inability to fulfil an Order or defects of the Products and/or Services or non-compliance with these terms shall be limited to replacing the Products and/or Services within a reasonable time or issuing a credit note against any invoice raised for such Products and/or Services.
      3. the Company’s total liability to the Client in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise shall not exceed the amount actually received by the Company under this Contract with the Client during the prior 2 months.
    4. The Client shall not (except insofar as there is an absolute prohibition in the UK Unfair Contract Terms Act 1977 described above) rely on any skill or judgement on the part of the Company or any of its agents as regards the suitability of the Products and/or Services for any particular purpose and the Client shall use its own skill and judgement to satisfy itself that the Products and/or Services are of merchantable quality and suitable for the purpose of the Client. This condition 10.5 shall apply notwithstanding that an employee of the Company or its agent may at any time have made representations or given opinions, whether in writing or otherwise, as to the suitability of any Products and/or Services for any particular purpose.
    5. The Company gives no warranties and shall not be liable to either the Client or any third parties as to the appropriateness of the Products and/or Services including but not limited to the completeness or accuracy of any computer scored reports. The Company excludes all liability for any disparate impact or disparate treatment and sexual or racial discrimination by the Client in connection with the use of any Products and/or Services provided by the Company.
    6. This condition 10 shall survive termination of the Contract.

 

  1. INTELLECTUAL PROPERTY
    1. All IP Rights arising out of or in connection with the Contract (including any IP Rights subsisting in the data created or collected in connection with the Contract, material produced by the Company in connection with the Contract and the Output) are the absolute property of the Company and/or any licensor of the Company if so explicitly agreed, except as otherwise expressly stated in the Contract.
    2. Subject to payment by the Client of all sums due under the Contract together with sums specifically set aside for this purpose, the Company hereby grants to the Client a limited royalty-free, non-exclusive, license to use the Output solely for the Client personnel’s own personal purposes for the Participants agreed with the Company only and in direct connection with the Services being delivered by the Company and for a limited time thereafter as determined by the Company.
    3. The Client shall have no right to utilize the IP Rights for but not limited to training, teaching, coaching, testing, analysing or marketing purposes; or to reverse engineer or further use or develop courses or assessments based on the IP Rights.
    4. All IP Rights and other ownership rights in any material provided to the Company by the Client shall be retained by and vest in the Client.
    5. All IP Rights and other ownership rights in any materials provided by the Company to the Client shall be retained by and vest in the Company and/or any licensor of the Company.
    6. This condition 11 shall survive termination of the Contract.

 

  1. CONFIDENTIALITY
    1. The Client shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Client by the Company, its employees, agents or subcontractors, and any other confidential information concerning the Client’s business, its products and services which the Client may obtain. The Client shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the Client’s obligations under the Contract, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this condition as though they were a party to the Contract. The Client may also disclose such of the Company’s confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction.
    2. In the event of a legal or regulatory requirement on the Client to disclose the Company’s confidential information, the Client will (unless legally prevented from doing so) first inform the Company of such requirement.
    3. This condition 12 shall survive termination of the Contract.

 

  1. DATA PROTECTION
    1. Where Participants provide the Company with Personal Data about themselves in connection with the Terms, the Company shall use such Personal Data in the manner and for the purposes detailed in the Privacy Policy.
    2. The Company warrants that it has made all necessary registrations of its particulars where required, in accordance with the Data Protection Laws.
    3. The Client warrants that it has made all necessary registrations of its particulars where required, in accordance with the Data Protection Laws and/or any local applicable data laws to which the Client is subject.
    4. In respect of any Personal Data that is processed in connection with the Contract, the parties agree that both parties shall be data controllers for the purposes of the Data Protection Laws and/or any local applicable data laws to which such party is subject and each party shall comply with its respective obligations required by the Data Protection Laws and/or any local applicable data laws to which such party is subject and shall only process such Personal Data in connection with the Contract.
    5. The Client warrants that all fair processing notices have been given to any Participants and explicit consents obtained (as applicable) in accordance with the Data Protection Laws, and/or any local applicable data laws to which the Client is subject, for the Client to provide any Identification Data to the Company and for the Company to process such Identification Data for the purpose of providing the Products and/or Services.
    6. To the extent that the Company processes Personal Data as a data processor on behalf of the Client, and except to the extent that this condition 13.6 conflicts with the Company’s obligations as a data controller, the Company shall process such Personal Data strictly in accordance with the instructions of the Client and shall undertake any other measures reasonably requested by the Client for the Client’s compliance with the Data Protection Laws and/or any local applicable data laws to which the Client is subject.
    7. The Client shall indemnify the Company against all liabilities, costs, expenses, damages and losses (including any direct losses, all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by the Company arising out of or in connection with the Client’s breach of the Data Protection Laws and/or any local applicable data laws to which the Client is subject.

 

  1. ASSIGNMENT
    1. The Client shall not assign, novate, transfer, charge or subcontract the Contract or any part of it without the prior written consent of the Company except in the case of a corporate restructuring that does not result in a change of control of the Client. The Company may at any time assign, transfer, mortgage, charge or deal in any other manner with any or all of its rights and obligations under the Contract.

 

  1. TERMINATION OF CONTRACT
  1. The Company may terminate this Contract immediately in the event that the Client: (a) is in breach of any of its obligations under this Contract and either the breach is: (i) not capable of remedy; or (ii) capable of remedy but the Client has failed to remedy the breach within 8 days of being given written notice asking for it to be remedied; (b) does not act in accordance with the Ethical Guidelines; or (c) acts in a way that is likely to bring the Company into disrepute or damage its reputation; (d) suspends or threatens to suspend its business; (e) is unable to pay its debts as they fall due in accordance with s.123 of the UK Insolvency Act 1986, or similar event in any other jurisdiction; (f) offers to make any arrangement or composition with or for the benefit of its creditors (save for the purposes of solvent reconstruction or amalgamation); (g) has a petition filed or an order made for its winding up; or (h) is the subject of a bankruptcy petition or order; (i) has an application made or order made for the appointment of an administrator. Without prejudice to and in addition to its rights set out in condition 7.3 and condition 7.4, the Company shall have the right forthwith to terminate the whole or any unfulfilled part of this Contract by written notice by the Company to the Client. Such termination shall be without prejudice to any claims or right the Company may have against the Client in respect of the Contract.
    1. Without prejudice to any rights that have accrued under this Contract the company may terminate this Contract at any time for convenience on giving not less than three months’ written notice to the other party, except, where the Contract is subject to an agreed minimum term, the effective date of such termination shall be on the date of the expiry of such agreed minimum term.
    2. In the event of termination of the Contract pursuant to this condition 15 the Company shall not be under any obligation to supply any further Products or Services under any such Contract.
    3. The Client shall indemnify the Company against all liabilities, costs, expenses, damages and losses (including any direct losses, all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by the Company arising out of or in connection with the Client’s breach of this Contract.
    4. On termination of the Contract for any reason:
      1. the Client shall immediately pay to the Company all of the Company’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has yet been submitted, the Company shall submit an invoice, which shall be payable by the Client immediately on receipt;
      2. the Client shall return any materials for which the Company owns the IP Rights and which has not been fully paid for. Until they have been returned, the Client shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract; and
      3. conditions which expressly or by implication have effect after termination shall continue in full force and effect.
    5. The accrued rights and remedies of the parties as at termination shall not be affected, including the right to claim for damages in respect of any breach of Contract which existed at or before the date of termination or expiry.

 

  1. GENERAL
    1. Each right or remedy of a party under the Contract is without prejudice to any other right or remedy whether under the Contract or not.
    2. If any provision (or part of any provision) of the Contract is found by any court or tribunal to be void or unenforceable, that provision or part provision shall be deleted and the validity and enforceability of the other provisions shall continue in full force. If any invalid or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum changes to make it valid, enforceable and legal.
    3. 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.
    4. Nothing in the Contract shall be deemed or construed to constitute a party or its employees, as the agent, partner, joint venture or legal representative of the other party for any reason whatsoever. Neither party is granted any right or authority to act for, or to incur, assume or create any obligation, responsibility or liability, express or implied, in the name of or on behalf of the other party or to bind the other party in any manner whatsoever.
    5. A waiver of any right under the Contract is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
    6. Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.
    7. A person who is not a party to the Contract shall not have any rights under or in connection with it.
    8. All communications between the parties about this Contract must be in writing and: delivered by hand; sent by first class post; sent by facsimile transmission; or sent by email, to the parties registered office or such address as notified by one party to the other.
    9. The Company reserves the right to defer the date of delivery or payment or to immediately terminate the Contract if it is prevented from performing its obligations under the Contract due to any Force Majeure event.
    10. Any variation, including the introduction of any additional terms and conditions, to the Contract shall only be binding when agreed in writing and signed by the parties.
    11. This Contract and any dispute or claim arising out of or in relation to it is governed by English law and the parties irrevocably submit to the exclusive jurisdiction of the English courts.
    12. Translations of the Contract into languages other than English may be provided for information and convenience. For the definitive and binding version, please refer to the English language version which shall prevail in the case of any discrepancies between it and the translated versions.

 

Appendix 1

Additional Terms and Conditions for Booking Programmes

 

  1. Prices
    1. The details of the design and content of Programmes and the prices are correct at the time of publication, but are subject to change without notice. Please note that UK VAT at 20% will be liable on all invoices for all work carried out in the United Kingdom.
    2. The cost of travel, incidental expenses, overnight accommodation and similar is not included in the (base) fees for Programmes and will require prepayment.
    3. Invoices will be raised upon booking Programmes and all invoices will be payable within 30 days of the invoice date unless the Programme start date is less than 30 days from the invoice date in which case the course fees will be payable immediately. In any event, Programme fees should be paid in full prior to the commencement of the Programme.
    4. The Company reserves the right to cancel or reschedule Programmes without penalty or liability. The Company will try to notify participants as soon as reasonably possible if a Programme has to be cancelled.
  2. Cancellation Policy
    1. In respect of cancellation by the Company, a full refund will be given upon return to the Company of any pre-Programme materials already despatched.
    2. Programme bookings are to be paid 28 days prior to the commencement of the Programme. Immediate payment by credit card or bank transfer will be required for any Booking made within 28 days of the Programme start date.
    3. The full Programme fee will be payable for any cancellation by a participant for any reason within 14 days of the start of the Programme. 50% of the Programme fee will be payable for any cancellation by a participant for any reason between 14 days and 28 days of the start of the Programme. No fees will be payable, except a charge for any course material already despatched, for any cancellation received in writing more than 28 days before the Programme start date.
    4. Transfers from one Programme to another on an alternative date are treated as cancellations. A booking is then required for the new Programme date at the full price.
    5. Participant substitutions can be accepted, without charge, at any time provided that the substitute fills the entrance requirement.
  3. Additional Terms for Booking In-House/Company Programmes
    1. The details and requirements for the In-House/Company Programmes will be agreed at the time the Programme is booked. Unless otherwise agreed, in addition to the agreed Programme fees, the Client shall be responsible for providing, and the cost of, the following:
      1. the training venue, audio visual equipment and wireless broadband internet connectivity;
      2. all meals and refreshments during the Programme, related travel (including flights, trains, taxis, etc.) and reasonable (such as overnight) accommodation;
      3. travel and accommodation for the trainer(s) and all attendees and, when required, observers;
      4. the cost of transport by courier of equipment and materials to and from the venue; and
      5. volunteers for administration and feedback practice.

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