In this document the following words shall have the following meanings:

1.1.“Agreement” means these terms and conditions together with the terms of any applicable Service Specification;

1.2.“Customer” means the organisation or person who purchases services from the supplier;

1.3.“Intellectual Property Rights” means all patents, registered and unregistered designs, copyright, trade marks, know-how and all other forms of intellectual property wherever enforceable;

1.4.“Service Specification” means a statement of work , quotation or those similar document describing the services to be provided by the supplier;

1.5.“Supplier” means Mr J.R.Ferry trading as Aquarius Training Solutions, 25 Eagle House Goldsmiths Grays Thurrock Essex. RM17 6PX.

2.1.These terms and condition shall apply to all contracts for the supply of services by the supplier to the Customer.

2.2.Before the commencement of the services the Supplier shall submit to the Customer a Service Specification which shall specify the services to be performed and the fees payable. The Customer shall notify the Supplier immediately if the Customer does not agree with the contents of the Service Specification. All Service Specifications shall be subject to these terms and conditions.

2.3.The Supplier shall use all reasonable endeavours to complete the services within estimated time frames but time shall not be of the essence in the performance of any services.

3.1.The fees for the performance of the services are as set out in the Service Specification. The Supplier shall invoice the Customer for the services at least 14 days in advance.

3.2.Invoiced amounts shall be due and payable within 28 days of invoice date. The Supplier shall be entitled to charge interest on overdue invoices from the date when payment becomes due from day to day until the date of payment at a rate of 5% per annum above the base rate of the bank of England. In the event that the Customers procedures require that an invoice be submitted against a purchase order to payment, the Customer shall be responsible for issuing such purchase order before the services are rendered.

4.1.To enable the Supplier to perform its obligations under this Agreement the Customer shall:

I.co-operate with the Supplier; provide the Supplier with any information reasonably required by the Supplier;
II.obtain all necessary permission and consents which may be required before the commencement of the services; and
III.comply with such other requirements as may be set out in the Service Specification or otherwise agreed between the parties.

4.2.The Customer shall be liable to compensate the Supplier for any expenses incurred by the Supplier as a result of the Customers failure to comply with clause 4.1.

4.3.Without prejudice to any other rights to which the Supplier may be entitled, in the event that the Customer unlawfully terminates or cancels the services agreed to in the Service Specification, the Customer shall be required to pay the Supplier as agreed damages and not as a penalty the full amount of any third party costs to which the Supplier has committed. In the event of cancellation, there will be no return of fee if the cancellation is received within 14 days prior to the date of each delivery of service. In the event of cancellation before that date any fees paid will be returned or credited against future training. For the avoidance of doubt, the Customer’s failure to comply with any obligations under clause 4.1 shall be deemed to be cancellation of the Services and the subject to the payment of damages set out in this clause.

4.4.In the event that the Customer or any third party, not being sub-contracted of the Supplier, shall omit or commit anything which Prevents or delays the Supplier from undertaking or complying with any of its obligations under this agreement, then the Supplier shall notify the Customer as soon as possible and:

I.the Suppler shall have no liability in respect of any delay to the completion of any project;
II.if applicable, the timetable s for the project will be modified accordingly;
III.the Supplier shall notify the Customer at the same time if it intends to make any claim.

5.1.The parties may at any time mutually agree upon and execute new Service Specifications. Any alterations in the scope of services to be provided under this agreement shall be set out in the service agreement, which shall reflect the changed services and fees and any other terms agreed between the parties.

5.2.The Customer may at any one time request alterations to the Service Specification by notice in writing to the Supplier. On receipt of the request for alterations the Supplier shall, within 5 working days or as such other period as may be agreed between the parties, advise the Customer by notice in writing of the effect of such alterations, if any, on the fees and any other terms already agreed between the parties.

5.3.Where the Supplier gives written notice to the Customer agreeing to perform any alterations on terms different to those already agreed between the parties, the Customer shall, within 5 working days of receipt or such notice periods as may be agreed between the parties, advise the Supplier by notice in writing whether or not it wishes the alterations to proceed.

5.4.Where the Supplier gives written notice to the Customer agreeing to perform alterations on terms different to those already agreed between the parties and the Customer confirms in writing that it wishes the alterations to proceed on those terms, the Service Specification shall be amended to reflect such alterations and thereafter the supplier shall perform this Agreement upon the basis of such amended upon the basis of such amended terms.

6.1.The Supplier warrants that the services performed under this Agreement shall be performed using reasonable skill and care, and of a quality conforming to generally accepted industry standards and practices.

6.2.Without prejudice to clause 6.1, and except as expressly stated in this Agreement, all warranties whether express or implied, by the operation of law or otherwise, we are hereby excluded in relation to the services to be provided by the Supplier.

7.1.The Customers shall indemnify the Supplier against all claims, costs and expenses which the Supplier may incur and which arise, directly or indirectly, from the Customers breach from any of its obligations under this Agreement, including any claims brought against the Supplier alleging that any services provided by the Supplier in accordance with the Service Specification infringes a patent, copyright or trade secret or other similar right of a third party.

8.1.Except in respect of death or personal injury due to negligence for which no limit applies, the entire liability of the Supplier to the Customers in respect of any claim whatsoever or breach of this Agreement, whether or not arising out of negligence, shall be limited to the fees paid by the Customer to which the claim relates.

8.2.In no event shall the Supplier be liable to the Customer for any loss of business, loss of opportunity or loss of profits or for any other indirect or consequential loss or damage whatsoever. This shall apply even where such a loss was reasonably foreseeable or the Supplier had been made aware of the possibility of the Customer incurring such a loss.

8.3.Nothing in these Terms and Conditions shall exclude or limit the Suppliers liability for death or personal injury resulting from Suppliers negligence or that of its employees, agents or sub-contractors.