Legal Information
General Physics (UK) Limited Standard Terms and Conditions for the Supply of Services
Please read these Conditions carefully as (together with the applicable provisions of our terms and conditions of website use) they will form the basis of all Agreements between us for the supply of our Services to you. You acknowledge that, unless otherwise expressly agreed in writing between the parties these Conditions apply to the Agreement to the exclusion of any terms and conditions supplied to us by you or on your behalf.
1. Interpretation
1.1 In these Conditions:
“Agreement” means the agreement for the supply of the Services concluded in accordance with the procedure set out below and subject always to the Conditions and the terms agreed in the Order;
"Client" means the person or organisation named in the Order whose order for the Services is accepted by the Supplier in accordance with the procedure set out below;
“Conditions” means the standard conditions for the supply of the Services set out in this document, together with the applicable provisions of the Supplier’s terms and conditions of website use and (unless the context requires otherwise) including the terms of the Order and any Special Conditions;
“Confidential Information” means any information of a confidential nature which is disclosed by one party to the other under or in connection with this Agreement or which comes to the attention of such other party as a result of this Agreement (whether orally or in writing, and whether or not such information is expressly stated to be confidential or marked as such) and including, but not limited to, the Conditions of this Agreement;
“Document” includes, in addition to a document in Writing, any information, training materials, pictures or other images, or any other record of any information in any form;
“Force Majeure” means any circumstance whatsoever beyond the reasonable control of either party including, but not limited to war, acts of foreign enemies, terrorism, revolution, riot, civil commotion, fire, flood or other natural disaster or radioactive contamination;
“Input Material” means any Documents or other materials, and any data or other information provided by the Client relating to the provision of the Services;
“Intellectual Property” means any patent, invention, copyright, database right, registered or unregistered design, trade mark (whether registered or unregistered), trade name, logo, trade secrets, know-how or other industrial or intellectual property right subsisting anywhere in the world, and applications for any of the foregoing, together with the goodwill therein;
“Order” means the application or order form setting out your order for the supply of the Services (together with a specification document where applicable) submitted by the Client for acceptance by the Supplier in accordance with the procedure set out below;
“Output Material” means all Documents and materials (and drafts thereof), opinions, advice and recommendations used, developed or produced by the Supplier or a third party engaged by the Supplier in relation to the provision of the Services in any form (and whether written or oral), except for the Input Material;
“Services” means the training services (including any instalment of them) which the Supplier is to supply in accordance with this Agreement together with the supply of any training materials made by the Supplier to the Client (whether via a training course or supplied direct through the Supplier’s website);
“Special Conditions” means any additional conditions agreed in Writing between the Supplier and the Client and which form part of the Agreement;
"Supplier" means General Physics (UK) Limited (Company number 03424328) whose registered office is at 21 Holborn Viaduct, London, EC1A 2DY, email – []
Tel – [ ] and Fax – [ ];
“Working Day” means any day other than weekends and bank or other public holidays;
"Writing" and any similar expression, includes facsimile transmission and electronic mail or other forms of electronic communication.
1.2 The headings in these Conditions are for convenience only and shall not affect their interpretation.
1.3 A reference in these Conditions:
1.3.1 to a provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time;
1.3.2 the singular shall include the plural and vice versa, and reference to any gender shall include all genders;
1.3.3 a person includes, as applicable, bodies corporate, unincorporated associations and partnerships (including limited liability partnerships).
2. Basis of the sale
2.1 The Supplier shall supply and the Client shall accept the Services in accordance with the Client's Order (if accepted by the Supplier), but subject always to these Conditions and the applicable provisions of our terms and conditions of website use, which shall govern the Agreement to the exclusion of any other conditions subject to which the Client’s Order is made or purported to be made, or which may be supplied by or on behalf of the Client.
2.2 No changes to the Agreement or these Conditions shall be binding unless agreed in Writing between the Client and the Supplier (or their authorised representatives).
2.3 The Supplier's employees, agents or sub-contractors are not authorised to make any representations or give any advice or recommendations concerning the Services and the Client’s use of them unless confirmed in Writing by an authorised representative of the Supplier. By entering into this Agreement the Client confirms that it does not rely on and the Supplier shall not be liable in respect of any such representations, advice or recommendations which are not confirmed by an authorised representative of the Supplier, but nothing in these Conditions affects the liability of either party for statements made fraudulently.
2.4 Information, statements or representations contained in any sales literature, quotation, price list, acceptance of offer, invoice or other Document or information issued by or on behalf of the Supplier is for illustrative purposes only and the Client agrees to rely upon its own judgment as to the nature and quality of the Services, their use and application and their suitability for its purposes.
2.5 Any typographical, clerical or other error or omission in any document or information issued by or on behalf of the Supplier shall be subject to correction without any liability on the part of the Supplier.
3. Orders and specifications
3.1 Submission of the Order to the Supplier by the Client shall be deemed to be an offer by the Client to receive the Services subject to these Conditions. No such offer placed with the Supplier by a Client is binding on the Supplier unless and until:
3.1.1 payment for the provision of the Services is processed and received in full; or
3.1.2 it is accepted in Writing by sending you a confirmation of Order; whichever is earlier, at which point a legally binding Agreement shall be deemed to have come into effect on the basis of these Conditions.
3.2 The Client shall be responsible to the Supplier for ensuring the accuracy of the terms set out in any Order (including any applicable specification and Input Material) submitted by the Client, and for giving the Supplier any necessary information and Documents relating to the Services required within a sufficient time to allow the Supplier to perform the Agreement in accordance with its Conditions. The Supplier shall not be liable for any delay in or failure to provide the Services or any associated costs incurred by the Client where the Client has failed to comply with the provisions of this clause.
3.3 The Client must ensure that, where original Input Materials are supplied to the Supplier, it retains copies of all Input Material and (where appropriate) insures against its accidental loss or damage. The Supplier shall have no liability for any loss of or damage to the Input Material, however caused.
3.4 The quantity, quality and description of the Services provided shall be as set out in the Order (if accepted by the Supplier). The Client acknowledges that in agreeing to provide the Services, the Supplier has relied on the Client to make disclosure of all relevant information and the Supplier shall not be liable for any delay in or failure to provide the Services or any associated costs incurred by the Client where the Client has failed to comply with the provisions of this clause.
3.5 If the Services to be provided by the Supplier are reliant upon or make use of any Input Material submitted by the Client, the Client shall indemnify the Supplier against all loss, damages, costs and expenses awarded against or incurred by the Supplier in connection with, or paid or agreed to be paid by the Supplier in settlement of, any claim for infringement of any patent, copyright, design, trade mark or other industrial or other Intellectual Property rights of any other person which results from the Supplier's use of such material submitted by the Client.
3.6 The Supplier reserves the right to make any changes to the Services which are required to conform with any applicable statutory or E.U. requirements, or, where the Services are to be performed in accordance with specific requirements of the Client, which do not materially affect their quality or performance.
3.7 No Order which has been accepted by the Supplier may be cancelled by the Client except in accordance with the cancellation policy of the Supplier as set out in the terms and conditions of website use.
4. Price of the Services
4.1 The price of the Services shall be the Supplier's quoted price or, where no price has been quoted (or a quoted price is no longer valid), the price listed in the Supplier's published price list current at the date of acceptance of the Client’s order set out in the Order (including standard hourly rates if applicable). All prices quoted are valid for thirty (30) days only or until earlier acceptance by the Client, after which time they may be altered by the Supplier on giving reasonable notice to the Client.
4.2 The Client shall also pay, in addition to the price for the Services, any extra costs that may be incurred by the Supplier by reason of any acts or omissions by the Client or its agents (including, but not limited to, the failure to provide any relevant information or adequate instructions or other information relating to the Services, or any alteration in specification or details of the Services required by the Client) and all the provisions of the Agreement applicable to payment of the price for the Services shall apply equally to the payment by the Client of any additional costs set out in this Agreement.
4.3 The Supplier reserves the right, by giving Written notice to the Client at any time before performance of the Services, to increase the price for the Services to reflect any increase in the cost to the Supplier which is due to any factor beyond the control of the Supplier (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture, but excluding the circumstances set out in clause 4.2 above). If, however, the Supplier wishes to increase the price for the Services in accordance with this clause, the Supplier will first give the Client the option to cancel the Agreement.
4.4 The price is exclusive of any applicable value added tax, which the Client shall be additionally liable to pay to the Supplier.
5. Conditions of payment
5.1 Subject to any Special Conditions agreed in Writing between the Client and the Supplier, the Supplier will be entitled to invoice the Client for the price of the Services upon formation of the Agreement in accordance with these Conditions and the Client shall settle the Supplier’s invoice immediately. Receipts for payment will be issued on request.
5.2 If the Services are to be performed in instalments, the Supplier shall be entitled (but not obliged) to issue a separate invoice in respect of each instalment and the Client shall pay for each instalment in accordance with clause 5.1 above.
5.3 The time of payment of the price for the Services shall be of the essence of the Agreement.
5.5 If the Client fails to make any payment on the due date then, without limiting any other right or remedy available to the Supplier, the Supplier may:
5.5.1 terminate the Agreement or suspend any further performance of the Services to the Client;
5.5.2 appropriate any payment made by the Client to such of the Services (or the services supplied under any other Agreement between the Client and the Supplier) as the Supplier may think fit (notwithstanding any purported appropriation by the Client); and
5.5.3 charge the Client interest (both before and after any judgment) on the amount unpaid, at the rate of two per cent (2%) per annum above the base lending rate of the Bank of England in force from time to time, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest).
5.6 The Supplier may, without prejudice to any other rights it may have, set off any its liabilities to the Client against any liability of the Client to the Supplier.
6. Supply of the Services
6.1 The Supplier shall perform the Services in accordance with the terms of this Agreement.
6.2 Where the Services are to be performed in instalments, each instalment shall constitute a separate Agreement and failure by the Supplier to supply any one or more of the instalments in accordance with these Conditions or any claim by the Client in respect of any one or more instalments shall not entitle the Client to treat the Agreement as a whole as repudiated.
6.3 The Supplier shall provide the Services on the date or dates agreed between the parties for the same, subject always to any prevailing circumstances beyond the reasonable control of the Supplier or the Client’s default. The Services may be performed by the Supplier in advance of such date on giving reasonable notice to the Client.
6.4 If the Supplier fails to perform the Services (or any instalment) for any reason other than any cause beyond the Supplier's reasonable control or the Client's fault, and the Supplier is accordingly liable to the Client, the Supplier's liability shall be limited to the excess (if any) of the cost to the Client (in the cheapest available market) of similar services to replace those not performed over the price of the Services.
6.5 If the Client fails to accept performance of the Services for any reason other than the default by the Supplier, the Client will remain liable for the price of the Services in accordance with the terms of this Agreement.
7. Warranties and liability
7.1 Subject to the following provisions of this clause 7, the Supplier warrants that the Services will be provided using reasonable care and skill and by persons with appropriate experience and qualification to carry out those Services.
7.2 Where the Supplier supplies in connection with the provision of the Services any information or materials (including Output Material) created or supplied by a third party, the Supplier does not give any warranty, guarantee or other term as to their quality, fitness for purpose or otherwise.
7.3 The above warranty is given by the Supplier subject to the following conditions:
7.3.1 the Supplier shall be under no liability in respect of any defect in the Services arising from any specific requirements of the Client for them or from any information or other material supplied by the Client (including, but not limited to any Input Material);
7.3.2 the Supplier shall not be liable to the Client or be deemed to be in breach of the Agreement by reason of any delay in performing, or any failure to perform, any of the Supplier's obligations under the Agreement, if the delay or failure was due to any event of Force Majeure; and
7.3.3 the Supplier shall be under no liability under the above warranty (or any other warranty, condition or guarantee) if the total price for the Services has not been paid by the due date for payment.
7.4 Subject as expressly provided in these Conditions, and to the extent that the same is not permitted by law, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
7.5 A claim by the Client which is based on any defect in the quality or condition of the Services must be brought to the attention of the Supplier within a reasonable period of completion of performance of the Services, and in any event within a maximum period of seven (7) days from completion of their performance. If the Client does not notify the Supplier accordingly, the Supplier shall have no liability for such defect or failure.
7.6 Where a warranty claim is correctly notified to the Supplier under clause 7.5 above, the Supplier shall be given the opportunity to consider such claim and to verify whether the warranty claim is valid.
7.7 Where it is determined by the Supplier (acting reasonably in the circumstances) that the claim in respect of any of the Services is valid, the Supplier may re-perform the Services (or the part in question) free of charge or, at the Supplier's sole discretion, refund to the Client the price of the Services (or a proportionate part of the price), and in either case the Supplier shall have no further liability to the Client.
8. Limitation of liability – the Client’s attention is particularly drawn to this clause
8.1 Nothing in this Agreement shall exclude or limit either party’s liability to the other in respect of any fraudulent misrepresentation made by it, or in respect of death or personal injury caused by its negligence. Moreover, to the extent that the Client is acting under this Agreement as a consumer, nothing in this Agreement affects any of the Client’s statutory rights as a consumer.
8.2 Subject to clause 8.1 above, neither party shall be liable for any loss of profit, loss of revenue, business interruption, or any other special, indirect or consequential losses, whether caused by negligence, breach of duty (statutory or otherwise), breach of contract or otherwise and whether or not such losses were foreseeable at the time of entering the Agreement.
8.3 Subject to clauses 8.1 and 8.2 above, the liability of each party under the Agreement shall be limited to the extent of any loss, damages, injury, expenses, costs (including reasonable legal costs) that are directly caused by its failure to perform its obligations under the Agreement and in any event, the total aggregate limit of each party’s liability under the Agreement whether under contract, tort or any other legal basis is limited to the price agreed to be paid for the Services under the Agreement.
9. Cancellation and Termination
9.1 The Client’s right to cancel the Agreement is set out in detail in the Supplier’s standard terms and conditions of website use.
9.2 In addition to any rights of cancellation, either party may by written notice terminate this Agreement if the other substantially fails to perform its obligations under the Agreement, provided that the party wishing to terminate has first given the other not less than fourteen (14) days written notice specifying the default and referring to this clause, and the default has not been remedied prior to termination taking place.
9.3 Either party may by written notice terminate this Agreement immediately if:
9.3.1 the other party makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation;
9.3.2 an encumbrancer takes possession, or a receiver or administrative receiver is appointed, of any of the property or assets of the other party;
9.3.3 the other party ceases or threatens to cease to carry on business;
9.3.4 the other party becomes subject to or bound by any event or circumstances similar to any of the events or circumstances mentioned above in any jurisdiction; or
9.3.5 it reasonably believes that any of the events mentioned above is about to occur in respect of the other party.
9.4 In the event of termination of this Agreement for any cause whatsoever, the Supplier may immediately submit an invoice for any outstanding sums due under the Agreement which shall be payable immediately upon receipt by the Client.
10. Intellectual Property
10.1 Ownership of the Input Material, together with ownership of all Intellectual Property rights in the Input Material shall belong to the Client.
10.2 Ownership of the Output Material, together with ownership of all Intellectual Property rights in the Output Material shall belong to the Supplier (or, where applicable, its licensors) and the Client may not copy or reproduce the same without the express Written permission of the Supplier.
10.3 The Supplier will use its reasonable endeavours to grant or procure the grant to the Client of a non-exclusive, non-transferable licence to use the Output Material for the purposes only of utilising the Services, subject always to payment in full of all sums payable under the Agreement.
10.4 The Client warrants that any Input Material and its use by the Supplier for the purpose of providing the Services will not infringe the copyright or other rights of any third party and the Client shall indemnify the Supplier against any loss, damages, costs, expenses or other claims arising from any such infringement or alleged infringement.
11. Confidentiality
11.1 Each party agrees that it will treat as private and confidential the Confidential Information of the other party and neither of them shall publish or disclose any detail thereof to any third party except as permitted in this Agreement, nor use the same except for the purpose of carrying out its obligations under this Agreement. This duty of confidentiality shall not apply to information which a party can show by reasonable documentary proof:
11.1.1 to have been in the public domain at the time of receipt by such party; or
11.1.2 to have become known to the public through no fault of such party after receipt thereof; or
11.1.3 is required to be disclosed pursuant to applicable laws or a legally binding order of any competent judicial governmental or regulatory body.
11.2 Before the disclosure of any information pursuant to this clause 11, the disclosing party will (to the extent permitted by law) inform the other party of the circumstances and the details of the information to be disclosed at the earliest possible opportunity.
12. Force Majeure
12.1 Neither party shall be liable for any delays or failure to perform any of its obligations under this Agreement because of Force Majeure. In the event of Force Majeure, both parties shall use all reasonable endeavours to overcome any difficulties thereby arising and shall resume their respective obligations under this Agreement as soon as is reasonably possible.
12.2 If Force Majeure continues for more than ninety (90) days, either party may terminate this Agreement by written notice to the other. The Supplier shall be entitled to charge the Client for all Services performed prior to the Force Majeure in accordance with the price agreed for the Services together with all expenses reasonably incurred by or accruing to the Supplier during the Force Majeure period.
13. Assignment and Sub-contracting
13.1 The Client may not assign its rights or sub-contract its obligations under this Agreement without the prior written consent of the Supplier (except to the extent that any course transfer is permitted in accordance with the applicable provisions of the Supplier’s terms and conditions of website use).
13.2 The Supplier may assign its rights under the Agreement and may sub-contract the performance of the Services without requiring the Client’s consent.
14. General
14.1 A notice required or permitted to be given by either party to the other under these Conditions shall be in Writing addressed to that other party at its principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
14.2 No waiver by either party of any breach of the Agreement by the other shall be considered as a waiver of any subsequent breach of the same or any other provision.
14.3 If any provision of the Agreement is held by a court or other competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of the Agreement and the remainder of the provision in question shall not be affected.
14.4 If any dispute should arise under or in connection with the Agreement authorised representatives of the parties shall in the first instance meet to attempt to settle the dispute by good faith negotiation. If the dispute cannot be settled within fourteen (14) days of this meeting, only then shall the parties be entitled to apply to the courts for settlement of the dispute. Nothing in this Clause 14.4, however, is intended to prevent or inhibit either party from bringing emergency injunctive relief should such remedy be required to protect its interests.
14.5 The Agreement shall be governed by the laws of England, and the parties agree to submit to the non-exclusive jurisdiction of the English courts.
14.6 This Agreement shall not confer and shall not purport to confer on any third party any benefit or any right to enforce any term of this Agreement for the purposes of the Contracts (Rights of Third Parties) Act 1999.
14.7 This Agreement contains the entire agreement between the parties with respect to the subject matter of this Agreement, supersedes all previous agreements and understandings between the parties with respect to this Agreement, and may not be modified except by an instrument in writing signed by the duly authorised representatives of the parties.
