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ITAM Review Learning Standard Terms and Conditions
1. Introduction
This Agreement is made up of these Standard Terms, together with any other documents explicitly agreed to be a part of it. Any other terms not set out in this Agreement are excluded unless their inclusion is expressly agreed in writing.
In these terms:
the “Services” means the services that you have ordered from us and we have agreed to provide; and “we” and “us” mean the ITAM Review the trading name of ITAM Review Learning Ltd, a company registered in England and Wales under number 13157882 and whose registered office is at Unit 5, Workshed Carriage Works, London Street, Swindon, SN1 5DG, United Kingdom;
2. Supply of Services
We will provide you with the Services during the term of this Agreement. In providing the Services, we shall at all times:
use appropriately qualified and experienced personnel to supply the Services in a timely, efficient and professional manner to the standard of competency reasonably to be expected;
supply the Services with reasonable care and skill;
provide the Services in accordance with all applicable laws; and
obtain, maintain and comply with all necessary permissions and consents.
3. Your Responsibilities
In order to facilitate the provision of the Services by us, you shall (in addition to all other responsibilities and obligations on your part identified elsewhere in this Agreement) be responsible for the following:
provide us with access to appropriate members of your staff, as such access is reasonably requested by us, in order for us to discharge our obligations under this Agreement;
respond to and provide such documentation, data and other information as we reasonably request in order for us to perform our obligations under this Agreement; and
to the extent that the following are not expressly provided for elsewhere in this Agreement, use your reasonable endeavours, respond to requests for information in a prompt and timely manner, where such requests are reasonably made by us to enable us to comply with our obligations under this Agreement;
4. Change Control
If at any time you wish to alter all or any part of the Services that are provided by us, then you shall provide us with a written change request with particulars of such changes and with such further information as we may reasonably require.
We shall then submit to you as soon as reasonably practicable a written quotation for such changes specifying what changes (if any) will result in respect of its charges and the timetable for delivery of the Services.
Upon receipt of such quotation you may choose either:
5. LISA Training
Access to Online Events
6. Payment
All sums payable under the Agreement are exclusive of VAT, which shall be added, if appropriate, at the rate prevailing at the relevant tax point. Our terms of payment for all charges are 30 days after the date of the relevant invoice. In the event of late payment we reserve the right to charge interest on the outstanding balance at the statutory rate. We reserve the right to suspend the provision of the Services or any part of it if our charges or other payments due to us under this Agreement are overdue for payment by you.
7. The Term of this Agreement and the ending of it
This Agreement shall continue for the term agreed between you and us and thereafter until terminated by either party in accordance with the provisions of this Agreement. In addition to the foregoing, either party shall be entitled to end this Agreement immediately by written notice to the other party if:
8. Force Majeure
Neither party shall be liable for failure to perform its obligations under this Agreement where such failure results from circumstances beyond the party’s reasonable control.
9. Limitation of Liability
10. Announcements
Neither party shall make any public statement about this Agreement or its subject matter without the prior approval of the other, such approval not to be unreasonably withheld.
11. Entire Agreement
This Agreement constitutes the entire agreement between the parties and supersedes and replaces any previous agreement, understanding, undertaking, representation, warranty and arrangement of any nature whatsoever between the parties relating to the subject matter of this Agreement.
12. Confidentiality
Each party shall keep secret and treat as confidential all information obtained from the other which is either stated to be confidential or could reasonably be regarded as confidential and shall not disclose such information to any person other than its employees where such disclosure is required for the performance of the party’s obligations under this Agreement. This clause shall not extend to information which was already in the lawful possession of a party prior to this Agreement or which is already public knowledge or becomes so subsequently (other than as a result of a breach of this clause) or which is trivial or obvious. The obligations of confidentiality under this clause shall survive any termination of this Agreement.
13. Notices
Any notice under this Agreement may be delivered personally or sent by email or by prepaid recorded delivery to the address set out above (or such other address in the United Kingdom as is otherwise notified from time to time). Any such notice or other written communication shall be deemed to have been served:
14. Third Party Rights
A person who is not party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
15. Warranties
All other warranties, conditions and other terms implied by statute or common law are excluded from the Agreement to the fullest extent permitted by law.
16. No Partnership
Nothing in this Agreement shall constitute a partnership between the parties.
17. No Assignment
This Agreement is personal to the parties neither of whom may assign any of their rights or obligations under this Agreement without the prior written consent of the other party.
18. Disputes
If any dispute arises out of this Agreement the parties will refer it to mediation in accordance with the Centre for Dispute Resolution (CEDR) Model Mediation Procedure. If the parties fail to agree terms of settlement within 42 days of the start of the first meeting held under such procedure, the dispute may be referred to litigation by either party.
19. Law and Jurisdiction
This Agreement shall be governed by English law and the parties submit to the exclusive jurisdiction of the English courts.
ITAM Review Learning Ltd.
Fairview House
43 Bath Road
Swindon
SN1 4AS
Registered in England and Wales #13157882. VAT #374 2628 83.
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