1.1 In these Conditions the following expressions shall have the following meanings:
“the Company” means ‘Ergocentrixs’. Brism Ltd, UK.
“the Client” means the person, firm or corporation with whom the Company contracts for the provision of Services.
“the Contract” means the contract for the provision of Services between the Company and the Client incorporating these Conditions arising from the Company’s acceptance of the Client’s Booking.
“the Services” means any service provided or procured by the Company to or for the Client and provided by a Service Provider.
“Service provider” means a person including a Best Match Consultant engaged by the Company as its agent to provide the Client with the Services.
“Business” means the business of the Company which includes matching clients with a Service provider to provide the educational, training and consultancy services required by the Client.
“Booking” means a confirmed booking following full payment of charges and fees by the Client with the Company for the Company to provide Services to the Client.
“Best Match Consultant” means a consultant selected in the sole discretion of the Company having regard to the Client’s requirements and best able to fulfil the Client’s requirements.
The singular shall include the plural and vice versa.
Headings to these Conditions are for convenience only and inserted for ease of reference and shall not affect their construction.
2.1 Any quotation or estimate given by the Company is an invitation to the Client to make a Booking for Services and thereby make an offer open for acceptance by the Company.
No Booking placed in response to or any other acceptance of a quotation or estimate shall give rise to a contract binding upon the Company. The Company will use its reasonable endeavours to best estimate the number of hours required by the Client or cost of providing the Services and this best estimate will be given to the Client before a Booking is confirmed.
If subsequently, the Service provider notifies the Client that additional hours are required or costs need to be incurred by the Client, additional hours and costs will be agreed with the Client and the Service provider. If no agreement is agreed with regard to additional hours or Services, the Service Provider and the Company are only obliged to provide the hours Booked or costs agreed. The Company makes every effort to provide a Best Match Consultant but does not guarantee it is able to do so.
A binding contract shall come into effect upon the earliest of any of the following namely:
(a) any commencement of the Services; or
(b) receipt of the Company’s written acceptance of a booking by the Client; or
(c) receipt of payment from or on behalf of the Client by the Company for Services to be provided to the Client.
2.2 These Conditions are the only conditions upon which the Company transacts Business and shall be incorporated in the Contract to the exclusion of all other terms and conditions including any terms or conditions specified or referred to in any order placed by the Client. No variation of these Conditions shall have effect unless it is agreed to by the Company in a document signed by a director of the Company and issued to the Client.
2.3 In addition to these Conditions the Company may from time to time specify specific terms of business affecting the provision of the Services.
2.4 Registration of a Client is personal to the Client and not transferable under any circumstances. Any abuse of registration will result in registration and any contract being terminated immediately and any monies paid by the Client will be forfeited by way of damages.
2.5 It is the Client’s sole responsibility to provide the Company with his specific requirements for Services during registration. These requirements will be passed to the Service provider and Services provided will be based on them. Changes to the requirements cannot be made nor any refund of charges as a result.
- Fees and Charges quoted
3.1 All fees and charges are exclusive of Value Added Tax which will be charged at the rate applicable at the relevant tax point together with any other applicable duty or tax imposed by any competent authority upon the provision of the Services.
3.2 Fees and charges stated in quotations, estimates, acceptances of Bookings or other documents issued by the Company or communicated verbally prior to the provision of Services are not binding upon the Company. The fees and charges charged shall be the fees and charges ruling at the date of provision of Services.
The Company reserves the right to review its fees and charges from time to time. Clients will be charged fees and charges at the prevailing rate at the time any Contract is entered into or a Booking is made.
3.3 Any ad-hoc hours booked by the Client at the time of registration are valid to be used for a period of 90 days from the date of registration or if booked subsequently from the date of the relevant booking. Discounted blocks of hours booked are valid for a period of 12 months from the date of the relevant booking.
- Cancellation of Bookings
4.1 The Client shall not be entitled to cancel a Booking (or any part of a Booking) and seek any refund of monies paid in advance in respect of a Booking which has been accepted by the Company except upon prior written agreement by the Company and upon such terms as will indemnify the Company for all costs, charges, expenses, damage or loss (including without limitation loss or profit) incurred or suffered by the Client in respect of each such Booking. The Company is not bound to agree to any such cancellation notwithstanding any purported cancellation from the Client.
4.2 Cancellation and or rescheduling of a previously agreed Booking or any part thereof should be mutually agreed between the Client and the Best Match Consultant at least 24 hours in advance.
4.3 If a previously agreed Booking is cancelled and or rescheduled by either the Client or the Best Match Consultant with less than 24 hours notice it is their sole responsibility to agree who bears any additional cost they may have incurred.
4.4 It is the responsibility of the Client and the Best Match Consultant to inform each other of any inability to attend scheduled Bookings and to resolve any issues relating to cancellations and rescheduling of Bookings.
4.5 The Company will only be involved in issues between the Client and the Best Match Consultant whether relating to cancellations and rescheduling or otherwise in cases when a serious dispute in the opinion of the Company has arisen between them that cannot be resolved by them.
4.6 If the Company is unable for any reason to match or provide a Best Match Consultant for the Client, the Company will cancel the Booking and refund any fees paid other than its administration fee for registration.
- Fees, Refunds and Payment
5.1 A non-refundable registration fee is payable by the Client to the Company when the Client registers with the Company. The registration fee is payable before the Company will provide any Services and is to cover the Company’s administration charges in registering the Client and entering the Client on its data base.
5.2 The Client will be issued with a receipt for hours booked with a Best Match Consultant. If more than one consultant is booked at the same time, the introductory session with the second or subsequent consultant will be charged at the prevailing standard hourly rate for those consultants.
5.3 Except in the case of priority Bookings, the Client is entitled to cancel an initial Booking made at the time of registration within 7 days of it being made and to be refunded the cost of the Booking less the Company’s administration charge, if within that 7 day period the Client has not been matched with a Best Match Consultant. Thereafter, cancellations will not be accepted and no refunds will be made in respect of them.
5.4 If the Client is matched with a Best Match Consultant within 7 days of the date of the Booking, the Client will not be entitled to any refund or to cancel the Booking.
5.5 If a Booking made at the time of registration is cancelled after 7 days of it being made, the Client will only be entitled to a credit note to be used against subsequent Bookings made within 12 months of the date of the cancellation.
5.6 If the Client fails to comply with its payment obligations, the Company may withhold or suspend its performance of its Services prior to performance.
5.7 If any sum due from the Client to the Company under the Contract or any other contract is not paid on or before the due date for payment, all sums owing from the Client to the Company shall immediately become due and payable. The Client shall not be entitled to set off against sums due to the Company under the Contract. Any amount claimed by the Client from the Company whether under the Contract or some other contract between them or on any other account provided that the Client shall be entitled to set off against sums due to the Company valid credit notes issued to the Client by the Company. The Company shall be entitled to set off against sums held any sums due to the Company by the Client.
5.8 All payments shall be made in pounds sterling and all charges are stated exclusive of VAT which shall be charged (if applicable) at the prevailing rate. The Company does not accept cheque or cash payments.
All payments in respect of every Booking shall be made directly to the Company and not to any Service Provider.
5.9 Promotional offers: The following applies exclusively to all promotional offers.
The company has the discretion to charge the client an administration fee of £50 (plus payment handing fees) if after securing a best match consultant/s for the client and informing the client of the same, the client does not make bookings for the best match consultant within 5 working days of providing such details.
- Performance of the Contract
6.1 Dates or periods for providing the Services are approximate and shall not be binding due to the fact that Services depend on the availability of Service providers and the Company is acting as agent of them.
The Company reserves the right to terminate the contract without notice and cease providing Services if the Client makes any arrangement to receive and or pay for Services directly with a Service provider.
6.2 If the Company or the Service provider is delayed or hindered in or prevented from performing the Contract or any part thereof by circumstances beyond their control then the Company and or the Service provider may suspend further performance of the Contract for so long as it is so delayed or prevented or hindered and such suspension shall not constitute a breach of the Contract on the part of the Company.
6.3 If performance of the Contract is suspended under Condition 6.2 for more than 4 weeks due to the inability for any reason of the Service provider to provide the Services, the Company shall at the written request of the Client use its reasonable endeavours to procure the provision of an alternative Service provider. If such alternative cannot be procured or is unsatisfactory to the Client, then in such event either the Company or the Client shall be entitled to terminate the Contract by written notice.
6.4 The Company shall notify the Client in writing of any such suspension of performance of the Contract and if such suspension continues for more than 4 consecutive weeks either the Company or the Client may by notice in writing to the other terminate the Contract but without prejudice to the Company’s right to be paid in accordance with the Contract for any part of the Services which may have been provided up to the date of such notice of termination where it is given by the Company and up to the date of receipt thereof by the Company where it is given by the Client.
- Limitation of Liability
7.1 Nothing in this Agreement shall impose on the Company any liability in respect of any representation, suggestion or comment with regard to the Services made by the Company, Service providers, its employees or agents in the course of any negotiations between the Company and the Client leading to the making of the Contract unless in the case of any such representation the Company has expressly agreed in writing that it shall be a term of the Contract. The Company’s liability under the Contract shall be limited to the aggregate amount of fees received from the Client.
- Sub-contracting and Agency
8.1 The Company shall be entitled to sub-contract the Services in whole or in part.
8.2 The Company acts as agent for Service providers it introduces to the Client and whilst every effort is made to match the Client with an appropriate Service provider for the Services required by the Client, the Company does not accept any responsibility for the failure or inadequacy of any services provided by the Service provider.
9.1 Any notice authorised or required to be given pursuant to these Conditions shall in the case of a notice to the Company be sent to it at the address stated upon its acceptance of order from time to time or such other address as the Company shall from time to time notify the Client and shall in the case of a notice to the Client be sent to the Client at the address of the Customer last known to the Company. Any such notice may be given by post or facsimile transmission To prove service in the case of a notice given by post it shall be sufficient to show that the notice was despatched by first class recorded delivery service in a correctly addressed and adequately stamped envelope and to prove service in the case of a notice given by facsimile transmission it shall be sufficient to show that it was despatched to the correct telephone number Service shall be deemed to have been effected 24 hours after despatch by post or facsimile transmission.
- Law and Jurisdiction
The Contract shall be governed by and construed in all respects in accordance with English Law and the Company and the Client hereby submits to the exclusive jurisdiction of the English Courts.
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