Terms of Business

Terms and Conditions of Business

SPP Solutions Ltd (“The Company”) manages, designs and delivers both off the shelf and bespoke training projects of both generic and specific application for a wide variety of client personnel and management.

This service demands effective planning on the part of The Company to ensure that consultants with the appropriate experience are made available to resource client projects.

For this reason, and to provide clarity on other matters relating to the delivery of our services, the following standard terms of business are applicable to all clients of the company.

Description of Services

The description of the services that will be provided by the company will be set out in a written proposal (including email) or acknowledgement of order.

The proposal document or acknowledgement of order, together with these terms of business, will form the basis of a contract between the company and the client.

The price for our services will be set out in our proposal or acknowledgement of order. Unless otherwise stated, our price is exclusive of expenses and of any appropriate taxes, which will be charged at the applicable rate at the time of invoicing.

Where appropriate, estimated delivery dates will be provided in the proposal or acknowledgement of order. The quality and timeliness of our service delivery is often dependent upon clients providing us with reasonable assistance. This assistance will involve client staff committing time to activities that will include attendance at project meetings, research meetings or review/approval meetings. It might also involve the provision of information relating to the project or to the details of delegates attending training events.

Use of Training Material

The Company’s services are provided for our client’s sole benefit. On purchase of the services, the right to use all training material, case studies and hand-outs will be transferred to the client as part of any bespoke assignment, but materials relating to our services may not be passed to any third party without prior written agreement of The Company.

Supply of Training Materials and Equipment

The client will provide all stationery and course material where necessary. In the instance where The Company has its own multi-media resources and equipment available on the dates of the course, The Company will supply such equipment and material free of charge.

In the circumstances that The Company consultants are employed on the client’s premises, the client will be responsible for providing multi-media equipment, overhead projector, screen, flip charts etc.

In the event that The Company incurs rental for the provision of equipment or training videos, such costs will be charged to the client according to the daily hire rates applicable at the time.

Invoices and Payment Terms

Invoices will be submitted to the client in respect of agreed work activities carried out in each calendar month. The definition of activity refers to The Company conducting research on behalf of the client, creating material, or delivering training courses, workshops or seminars. It could also mean consultancy services, and/or administration services, if appropriate.

Expenses incurred as a result of delivering the services will be invoiced monthly in arrears. These costs include travel, accommodation and subsistence costs, and, where appropriate, other costs agreed with the client. Expenses will be charged separately and will depend to some extent on where

The Company consultant is based. Travel is made by air, rail or car as considered appropriate by The Company or as agreed with the client. The Company will endeavour at all times to keep these costs to a minimum, and, where incurred, will be re-charged to the client at actual cost.

All payments must be made to SPP Solutions Limited and not to named individuals. Accounts are strictly net and are payable within 30 days of the date of invoice. If any sums due to The Company from the client remain outstanding more than 30 days from the due date of payment, The Company shall be entitled to charge interest at a rate equivalent to 8% above the Bank of England base-lending rate at that time.

Deferrals and Variations

If a client requests an activity to be deferred to a date commencing more than six months after the initial booking, or on an indefinite basis, this will be treated as a cancellation and a Cancellation of an Activity clause will apply.

If a client requests an activity to be deferred to a date commencing less than 6 months after the initial booking and such a request is received by The Company in writing less than 30 days before the agreed commencement date the client shall be liable to pay the full fee as agreed in the original proposal or acknowledgement of order.

If, after an activity has been agreed between The Company and the client, the client requests a variation in the programme that entails additional preparation on the part of The Company, then The Company reserves the right to make such additional charges in respect of such variations as The Company agrees with the client.

Cancellation of an Activity

Cancellation of activities cannot be accepted after a date that is 14 working days prior to the agreed date of commencement of such activity. If a client cancels such activities during such a period, the full fee will be payable.

However, The Company is prepared to accept a cancellation provided it is made in writing and is received more than 14 working days prior to the commencement of such activity on the basis that, in lieu of the full fee, the client will pay to The Company a cancellation charge by reference to the following scale:

14 days of course start = 100% of total activity fee as a cancellation charge.

28 days of course start = 75% of total activity fee as a cancellation charge.

Plus, in both cases, the actual material and labour costs of The Company incurred to the date of receipt of cancellation in connection with the agreed activity. Any cancellation charge made hereunder shall be due and payable by the client 30 days after the date of The Company’s invoices in respect thereof.

Non-payment of Invoices

Non-payment of an invoice by the due date in respect of activities, or in the case of a cancellation or deferral, is a breach of contract.

In the event, The Company shall be entitled to take action to recover the amount due. The Company may, at its discretion, refer the matter to a third party (including a debt collecting agency) for collection of the amount due.

If The Company elects to enforce the debt in such a manner it shall be entitled, on demand, to a full indemnity from the client for the costs, fees and expenses of the third party.

General

Confidentiality

The details of this contract and the matters to which it relates are to be kept

confidential between the parties.

Non-solicitation

The client undertakes not to make an offer of employment, or engage in

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