1.1 For the entirety of this document words or phrases which are contained in this section should be given the following meanings:-
“Personal Data”, “Controller”, “Processor”, “Data Subject” And “Processing” “Third Country” and “International Organisation” have the same meaning as in the Data Protection Legislation.
1.2 Clause headings are for the purposes of reference and should not affect the interpretation or construction of any clause.
1.3 Words importing the singular shall include the plural and vice versa. Words denoting any gender are to include all genders.
1.4 Any phrase introduced by the terms "including, include, in particular" or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
1.5 A reference t0 "writing" or "written" includes faxes and emails.
1.6 A reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
2.1 Unless otherwise agreed in writing by STAMP these Conditions are the only conditions upon which STAMP is prepared to supply the Training Course.
2.2 These Conditions shall constitute the entire agreement between STAMP and the Client and shall supersede all prior negotiations, statement, representations, promises, assurances, warranties, understandings or agreements relating to the Agreement whether written or oral. These Conditions shall govern the Agreement to the entire exclusion of all other terms or conditions to the fullest extent permitted by law (including the Client’s terms and conditions or those implied by trade, custom, practice or course of dealing).
3.1 The nature and content of the Training Course shall be as set out in the quotation which shall be issued to the Client.
3.2 All STAMP Training Courses will be taught by a fully qualified Score instructor.
3.3 Training Courses will take place on Score’s specially designed premises (workshop, classroom, lecture theatre etc.).
3.4 All Training Courses are offered subject to availability of instructors and facilities.
4.1 On the successful completion of the Training Course the Candidate will be presented with a Certificate.
4.2 The Certificate will be given to the Candidate in hard copy unless otherwise requested in advance.
4.3 The issuing of the Certificate to the Candidate by STAMP signifies only the successful completion of the Training Course.
4.4 By issuing a Certificate to any Candidate STAMP in no way provides any warranty or guarantee that any Candidate is fit, qualified or competent to perform or supervise the performance of any task or carry out any task, procedure or process relevant to the content of the Training Course.
4.5 STAMP accepts no liability for any loss or damage which arises as a result of the actions or omissions of any Candidate prior to or following completion of the Training Course.
5.1 The Client acknowledges and accepts that information contained in the documents provided by STAMP is confidential and shall not be divulged to any third party or be used for any other purpose (including but not limited to using the Training Course materials to deliver courses to 3rd parties) other than fulfilment of obligations under this Agreement or any relevant Quotation without the express consent of STAMP.
6.1 The Price of the Training Course shall be as stated on the relevant Quotation which will be issued by STAMP as a result of an enquiry by the Client.
6.2 The Price stated on any Quotation is valid for thirty (30) days following the issue of the Quotation and is subject to confirmation at order placement.
6.3 The Price of the Training Course will be fixed for the duration of the Agreement with the exception of the following circumstances:
6.4 Alterations in the Price of any Training Course may not always result in the issuing of a new formal Quotation as the new Price may be quoted either orally or by email.
6.5 The Client shall pay the Price of the Training Course in full within thirty (30) days of the date of invoice.
6.6 Payment terms of net thirty (30) days from date of invoice are applicable only in the event that a credit account with STAMP is set up and maintained. Clients who do not have a maintained credit account will be invoiced on a pro-forma basis.
6.7 STAMP reserves the right to ask for payment pro-forma at any time and has the right to suspend the credit account of the Client at its discretion.
6.8 In the event of any dispute concerning the Price of the Training Course, STAMP will issue a credit note for the disputed part of the invoice and the Client shall pay the undisputed part in full by the original payment date. The outstanding amount will then be paid upon the resolution of the dispute.
6.9 If the Client fails to pay the Price of the Training Course in full within thirty (30) days of the date of invoice, STAMP shall be entitled to charge an interest rate of 8% above the Bank of England base rate from time to time which will be accrued on a daily basis from the due date until the overdue amount is paid in full.
6.10 The Client shall pay all amounts due under the Agreement in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). STAMP may at any time, without limiting its other rights or remedies, set off any amount owing to it by the Client against any amount payable by STAMP to the Client.
6.11 Travel costs, accommodation, employee expenses and all other associated ancillary costs are the responsibility of the Client at all times and STAMP expressly excludes liability for all such costs and expenses.
7.1 All Intellectual Property Rights in or arising out of or in connection with the Agreement shall be owned by STAMP.
7.2 The Client acknowledges that, in respect of any third party Intellectual Property Rights, the Client's use of any such Intellectual Property Rights is conditional on STAMP obtaining a written licence from the relevant licensor on such terms as will entitle STAMP to license such rights to the Client.
7.3 All Training Course materials are the exclusive property of STAMP.
8.1 Each party (Indemnifying Party) shall be responsible for and shall save, indemnify, defend and hold harmless the other party (Indemnified Party) from and against all claims, losses, damages, costs (including legal costs) expenses and liabilities in respect of:
9.1 Notwithstanding any other provision of this Agreement to the contrary, in no event shall one party be liable to the other party for any losses suffered by it which falls into any one of the following categories of damages, costs, losses or expenses;
10.1 Notwithstanding any provision within this Agreement to the contrary, STAMP’s maximum aggregate liability arising from, relating to or in connection with the performance or non-performance of the Agreement shall not exceed 100% of the Price of the Training Course which give rise to such liability. Client shall indemnify, defend and hold STAMP harmless from and against all claims, losses, damages, costs (including legal costs), expenses and liabilities which exceed this value.
11.1 If for any reason the Client wishes to cancel a Training Course it must provide STAMP with at least seven (7) Business Days' notice.
11.2 Failure by the Client to provide STAMP with the required notice will result in the Client being invoiced for 100% of the Price of the Training Course.
11.3 In the event that any Training Course is cancelled the Client remains responsible at all times for all non-refundable costs which include but are not limited to hotel costs and travel expenses.
12.1 In relation to this Agreement both parties shall:
12.2 Any breach of this Clause 8 to any extent shall constitute a material breach of contract and the other party may (without prejudice to any other right in statute or under this Agreement) terminate the Agreement immediately without notice.
13.1 STAMP may at any time assign the Agreement or any of its rights or obligations under it.
13.2 The Client shall not, and shall not purport to assign or otherwise transfer the Agreement or any rights or obligations under it without STAMP’s prior written consent. Any such consent shall not excuse the Client from performance of any obligations on its part to be performed.
14.1 If and in so far as any part or provision of these Conditions is or becomes void or unenforceable it shall be deemed not to be or never to have been or formed a part of the Agreement and the remaining provisions of the Agreement shall continue in full force and effect.
15.1 The Agreement shall be suspended, without liability, in the event and to the extent that its performance is prevented or delayed due to any circumstance beyond the reasonable control of the party affected, including but not limited to: Act of God, war, armed conflict or terrorist attack, riot, fire, explosion, accident, flood, severe weather, sabotage, governmental decisions or actions including but not limited to prohibition of exports or the failure to grant or revocation of applicable export licenses, or labour trouble, strike, lockout or injunction.
15.2 If either party is delayed or prevented from performance of its obligations by reason of this clause for more than 180 consecutive calendar days, either party may terminate the then unperformed element of the Agreement by notice in writing given to the other party, without liability provided that the Client shall be obliged to pay any non-refundable costs.
16.1 Any variation to the Agreement shall only be effective if in writing and signed by authorised representatives of both parties.
17.1 No waiver by either party with respect to any breach or default or of any right or remedy and no course of dealing, shall be deemed to constitute a continuing waiver of any other breach or default or of any other right or remedy, unless such waiver be expressed in writing and signed by the party to be bound.
18.1 Both Parties will comply with all applicable requirements of the Data Protection Legislation. This clause 23 is in addition to, and does not relieve, remove or replace, a Party’s obligations under the Data Protection Legislation.
18.2 The Data Controller will ensure that all required consents and notices are in place to enable the lawful transfer of Personal Data to the Data Processor for the duration and purposes of the Contract.
18.3 Without prejudice to the generality of this clause, the Data Processor shall, perform its Data Processing obligation under these conditions by processing Personal Data only on the written instructions of the Data Controller unless otherwise required by the laws of any member of the European Union or by the laws of the European Union applicable to the processing of Personal Data (Applicable Laws). When relying on laws of a member of the European Union or European Union law as the basis for processing Personal Data, the Data Processor shall promptly notify the Data Controller of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit The Data Processor from so notifying the Data Controller.
18.4 Taking into account the state of the art, the cost of implementation and the nature, scope, context and purposes of Data Processing as well as the risk of carrying likelihood and severity for the rights and freedoms of natural persons, the Data Processor shall have in place appropriate technical and organisational measures to ensure a level of security appropriate to that risk.
18.5 The Data Processor shall take all reasonable steps to ensure that access to Personal Data is strictly limited to those individuals who need to know/access it for the purposes of the contract. All personnel who have access to and/or process the Personal Data shall be subject to confidentiality undertakings.
18.6 The Data Processor shall not transfer any Personal Data outside of the European Economic Area unless the prior written consent of the Data Controller has been obtained and the following conditions are fulfilled:
18.7 The Data Processor shall not appoint any third party processor of Personal Data under this agreement except with the prior written consent of the Data Controller and subject to the follow provisions:
For the purposes of this clause ‘third party processor’ shall mean any party which is not a member of the Company or Buyer.
18.8 The Data Processor shall assist the Data Controller, at no cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators.
18.9 Data Processor shall maintain complete and accurate records and information to demonstrate its compliance with this Clause 23. The Supplier shall allow for audits by the Company or the Company’s designated auditor.
18.10 Data Processor shall notify the Data Controller without undue delay on becoming aware of a Personal Data breach.
18.11 Each Party (Indemnifying Party) shall be responsible for and shall save, defend and hold harmless the other party (Indemnified Party) from and against all claims, losses, damages, costs (including legal costs) expenses, liabilities, fines, penalties, and sanctions in respect of:
18.12 Data Processor shall at the written direction of the Data Controller, delete or return Personal Data and copies thereof to the Data Controller on termination of the agreement unless required by Applicable Law to store the Personal Data.
18.13 The Company may, at any time on not less than 30 days’ notice, revise this Clause 18 by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when replaced by attachment to this agreement)
19.1 Notices may be served by fax or email and are deemed served the next Business Day after despatch.
20.1 In the event of any dispute arising in connection with this Agreement then every effort shall be made to agree and resolve such a dispute by discussion. If after a period of two (2) months, unless otherwise agreed between the parties, there is a failure to reach an agreement, the dispute may be referred to Arbitration by a single arbitrator appointed by agreement. In the case of default either party may make an application for the nomination of an arbitrator by the President for the time being of the Law Society of Scotland.
20.2 This Agreement shall be governed, interpreted and construed by Scots Law.
20.3 Unless otherwise specified, all Quotations, Agreement documents, Certificates, Training Course materials and any data or drawings which may form part of this Agreement shall be supplied in the English language.