NANSEN GREEN LIMITED
TERMS AND CONDITIONS
1 DEFINITIONS
1.1 “Customer” means the individual or organisation who buys or agrees to buy consultancy services from the Supplier;
1.2 “Company” means the organisation or individual who buys or agrees to buy services, training and e-learning courses from the Supplier;
1.3 “Supplier” means Nansen Green Ltd, Studio F7, Battersea Studios, 80 Silverthorne Road, SW8 3HE
1.4 “Service Provider” means Nansen Green Ltd, Studio F7, Battersea Studios, 80 Silverthorne Road, SW8 3HE
1.5 “Consumer” shall have the meaning ascribed in section 12 of the Unfair Contract Terms Act 1977;
1.6 “Service Agreement Contract” means the contract between us and you for the supply and purchase of Services in accordance with these Conditions.
1.7 “E-learning courses” means learning courses delivered by electronic means to the Customer who agrees to buy from the Supplier;
1.8 “Training Courses” means courses that are held in a classroom training environment which can include bespoke and in house courses.
1.9 “Terms and Conditions” means the terms and conditions of sale set out in this document and any special terms and conditions agreed in writing by the Supplier.
1.10 “Consultancy, Consultancy Service” The services to be performed by the Consultant in the course of his or her appointment hereunder as set out in the Schedule to this Agreement, such services to be provided using reasonable skill and care.
1.11 “Board” The board of directors of the Company from time to time.
2 CONDITIONS
2.1 Nothing in these Terms and Conditions shall affect the Customer's statutory rights as a Consumer.
2.2 These Terms and Conditions shall apply to all contracts for consultancy services, the sale of training courses and E-learning courses by the Supplier to the Customer and shall prevail over any other documentation or communication from the Customer.
2.3 Acceptance of delivery of the Consultancy, Training courses and E-learning courses shall be deemed conclusive evidence of the Customer's acceptance of these Terms and Conditions.
2.4 Any variation to these Terms and Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Supplier.
2.5 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. THE CONTRACT
3.1 Any Order constitutes an offer by you to purchase Services in accordance with these Conditions.
3.2 An Order will only be deemed to have been accepted by us and a Contract for the Services agreed when one of the following has occurred:
3.2.1 we have received a copy of the Service Agreement signed for or on behalf of you;
3.2.2 we have received written confirmation of your agreement to these Conditions and the Service Agreement; or
3.2.3 we have started to perform the Services,
and the first date on which one of the above events occurs shall be the “Start Date” (unless we agree in writing with you an alternative date for the “Start Date“).
3.3 These Conditions apply to the Contract to the exclusion of any other terms that you may wish to impose or incorporate, or which are implied by trade, custom or practice.
3.4 The Contract constitutes the entire agreement between us and you. You acknowledge that you have not relied on any statement, promise or representation made or given by or on behalf of us which is not set out in these Conditions or the Service Agreement.
3.5 Any samples, drawings, descriptive matter or advertising we issue (including any descriptions of the Services contained on any website) are issued or published for the sole purpose of giving an approximate idea of the Services. They do not form part of the Contract and are not binding on us.
3.6 Any proposal or quotation we issue to you is only valid for a period of 20 Business Days from the date of issue.
3.7 At our discretion we can update the Conditions from time to time with effect from the date we publish a revised version on the Website.
4. OUR OBLIGATIONS
4.1 We will:
4.1.1 deliver the Services to you materially in accordance with the Contract and using reasonable skill and care;
4.1.2 use reasonable efforts to meet any performance dates for the Services agreed in writing with you, it being agreed that any dates given are estimates only and not binding;
4.1.3 ensure that we have in place all necessary licenses, consents, and permissions necessary for the performance of our obligations under the Contract.
4.2 If the Services do not conform to the commitments at Condition 3.1, we will, at our own expense, use all reasonable commercial efforts to correct the non-conformance promptly or provide you with an alternative means of accomplishing the desired performance. This correction or substitution is your sole and exclusive remedy for any breach of the commitment given in Condition 4.1.
4.3 Not engage in any activity, practice or conduct which would constitute either:
4.3.1 a UK tax evasion facilitation offence under section 45(1) of the Criminal Finances Act 2017; or
4.3.2 a foreign tax evasion facilitation offence under section 46(1) of the Criminal Finances Act 2017;
5. YOUR OBLIGATIONS
5.1 You will:
5.1.1 ensure that all information provided by you to us relating to you and/or the Services is accurate, up to date and complete;
5.1.2 provide all reasonably required access to the Premises and its facilities for Our Personnel to perform the Services during the normal business hours of the Premises or as otherwise agreed with you;;
5.1.3 provide such assistance (including access to documentation and information) at the Premises that we may reasonably require to perform the Services;;
5.1.4 co-operate with us in all matters relating to the Services;
5.1.5 in advance of the attendance of Our Personnel at the Premises, make such preparations to the Premises as are reasonably required by us; ;
5.1.6 in good time before the Services are due to start (and thereafter at all times during the Term), ensure that you have in place all necessary licenses, consents, and permissions necessary for the performance of your obligations under the Contract and our performance of the Services; and;
5.1.7 take all reasonable steps to ensure that any reasonable advice or instruction given by us to protect the health and safety of Our Personnel or other persons using the Premises during or after the provision of the Services is followed and you will indemnify us and hold us harmless from any liability or damage suffered by us and Our Personnel as a result of your failure to comply with this Condition and ;
5.1.8 keep and maintain any of Our Materials at the Premises in safe custody at your risk or loss or damage, maintain Our Materials in good condition until returned to us, and not dispose of or use Our Materials other than in accordance with our written consent.;
5.2 If our performance of any of our obligations in respect of the Services is prevented or delayed by your act or omission or a failure by you to comply with any of your obligations under the Contract (a “Default”), then without preventing us from any other of our rights or remedies:;
5.2.1 we will have the right to suspend performance of the Services until you remedy the Default; ;
5.2.2 we will not be liable for any costs or losses incurred by you arising from our failure or delay to perform any of our obligations that have been so prevented, delayed or suspended; and;
5.2.3 you will reimburse us on written demand for any costs, expenses and losses we incur (including any wasted travel expenses and Our Personnel time) arising from the Default.;
5.3 You will pay to us on demand an introduction fee in an amount equal to the greater of £20,000 and 25% of the relevant person’s annual salary or earnings if, during the Term or within a period of two (2) years following the expiry of the Term, you (directly or indirectly) employ or engage in any capacity any member of Our Personnel, Our Advisers or any one of our employees. This Condition will survive termination of the Contract.
6. AUDIT AND CONSULTANCY SERVICES
6.1 If you have purchased Services for consultancy, unannounced and/or announced audits we will agree a date with you for the performance of those Services (or in the case of unannounced audits, a window during which the audit will be performed by us at any time without notice) (each a “Visit Date”). These Services cannot be cancelled by you but you may contact us in writing in advance of a Visit Date to rearrange a Visit Date upon which we will agree a mutually convenient future date (or window, as relevant) with you and the administration fees set out in this Condition
5.1 will be payable by you upon written demand (in addition to the fees payable for the Services so rearranged):
6.1.1 if we are provided with fourteen (14) or more days’ notice before the Visit Date, no administration fee is payable;
6.1.2 if we are provided with between eight (8) days and thirteen (13) days’ notice before the Visit Date, you will pay to us an administration fee equal to 10% of the cost of the Services being rearranged;
6.1.3 if we are provided with between three (3) and seven (7) days’ notice before the Visit Date, you will pay to us an administration fee equal to 25% of the cost of the Services being rearranged; and
6.1.4 if we are provided with two (2) or less days’ notice before the Visit Date, you will pay to us an administration fee equal to 100% of the cost of the Services being rearranged.
6.1.5 No refund will be made once the consultancy or audit process has started, except in exceptional circumstances and then only at the discretion of the Supplier.
6.1.5 The Consultant agrees to undertake the Consultancy Services in an expert and diligent manner and to provide his or her services to the best of his or her financial, commercial, technical and creative skill.
6.1.6 The Consultant shall keep the Board informed of progress on the project(s) in which the Consultant is engaged and shall produce written reports on the same from time to time when so requested by the Board. While the Consultant’s method of working is entirely his or her own and he or she is not subject to the control of the Board, he or she shall nevertheless promptly comply with this and any other reasonable requests of the Board.
6.1.7 The Consultant warrants to the Company that by entering into this Agreement he or she will not be in breach of any obligations to or agreements with any third party.
6.1.8 If the Consultant is unable at any time to perform the Consultancy Services, the Consultant may delegate/substitute performance of the Consultancy Services to such suitably qualified and experienced personnel as he or she may from time to time deem appropriate. The Consultant must notify the Company if this power to delegate is exercised and provide details of the name of the delegate/substitute. The Consultant will be responsible for remunerating the delegate/substitute.
7 RIGHTS OF SUPPLIER/SERVICE PROVIDER
7.1 The Supplier reserves the right to adjust the price and specification of any item on the website at its discretion.
7.2 The Supplier reserves the right to withdraw any training or e-learning courses from the website at any time.
7.3 The Supplier shall not be liable to anyone for withdrawing any training or E-learning courses from the Website or for refusing to process an order.
8 TRAINING CANCELLATION POLICY
8.1 Once we have received your booking for face to face training either at your premises or ours you will be liable for the whole fee unless we receive written notification of cancellation. For bookings cancelled under two weeks before a consultancy visit or training course is due to start, 50% of the course fees paid will be refunded or credited to another course. No refund will be made once the training course has started, except in exceptional circumstances and then only at the discretion of the Supplier. Once access to the training service or e-learning course has been made by the customer then no refund will be payable.
8.2 If a trainer fails to attend then a full refund for the course booked will be given.
8.3 All courses - No refund will be made for non-attendance on a course. In the event of a cancellation of a course by Nansen Green Ltd, we will endeavour to inform all participants as soon as possible. All course fees paid will be reimbursed in full, but we are unable to reimburse any other costs which have been incurred.
9 WARRANTY
9.1 The Supplier warrants that the consultancy and training provided under this Agreement shall be provided using reasonable skill and care, and of a quality conforming to generally accepted and industry standards and practices.
9.2 Without prejudice to Clause 7.1, and except as expressly stated in this Agreement, all warranties whether express or implied, by operation of law or otherwise, are hereby excluded in relation to the courses to be provided by the Supplier.
10 ACCESS TO E-LEARNING COURSES
10.1 Following payment or acceptance of order, the Customer will normally be able to access the E-learning courses purchased instantly or within a maximum of 1 working day.
10.2 The Supplier shall not be liable for any losses, costs, damages or expenses incurred by the Customer or any third party arising directly or indirectly out of any failure to deliver the e-learning course.
10.3 Access to the e-learning courses will be as specified in the confirmation email sent to the Customer after payment has been received.
10.4 The Customer must agree to any EULA (End User License Agreement) associated with the e-learning courses or materials purchased.
10.5 Access to the e-learning courses will be 1 year from the date of purchase.
11 ALTERATIONS TO THE COURSES
11.1 The supplier reserves the right to change the specification of any training or e-learning courses at any time. Notice will be given to the Customer who will have the option of cancelling the course and obtain a full refund.
12 INDEMNIFICATION
12.1 The Customer shall indemnify the Supplier against all claims, costs and expenses which the Supplier may incur and which arise, directly or indirectly, from the Customer's breach of any of its obligations under this Agreement, including any claims brought against the Supplier alleging that any courses provided by the Supplier infringes a patent, copyright or trade secret or other similar right of a third party.
13 USE OF THE WEBSITE
13.1 Your use of the Website constitutes your agreement to all Terms, Conditions and Notices contained herein or otherwise posted on the Website. If you do not accept any of the provisions of the Terms and Conditions, do not use the Website.
13.2 All rights are reserved. Publication or distribution for commercial purpose of any information contained on the site is expressly forbidden without the prior written consent of Nansen Green Ltd.
14 CANCELLATIONS AND RETURN
14.1 We have the right, without preventing us from relying on any other right or remedy, to terminate the Contract or suspend the performance of the Services (in whole or part) immediately upon written notice at any time if:
14.1.1 you fail to observe or perform any of the terms of the Contract; or
14.1.2 you (being a company) take any step or action in connection with your entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of your assets or ceasing (or threaten to cease) to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction; or
14.1.3 you (being an individual) are the subject of a bankruptcy petition, application or order, or die or, by reason of illness or incapacity (whether mental or physical), are incapable of managing your own affairs or become a patient under any mental health legislation.
14.2 If:
14.2.1 you attempt to terminate the Contract before the expiry of the Minimum Term or as relevant, the then Additional Term, without giving us the required period of notice as set out in Condition 9.2; or
14.2.2 we terminate the Contract under Condition 12.1,
you will pay to us immediately upon receipt of an invoice a sum equal to the total price of the Services for the unexpired period of the Minimum Term, or as relevant, the then Additional Term, during which you were committed to us to purchase the Services.
14.3 Termination of the Contract, for any reason, will not affect our or your accrued rights, remedies, obligations or liabilities existing at termination.
15 LIMITATION OF LIABILITY
15.1 Except as may be implied by law where the Customer is dealing as a Consumer, in the event of any breach of these Terms and Conditions by the Supplier the remedies of the Customer shall be limited to damages which shall in no circumstances exceed the price of the consultancy support, training or E-learning courses and the Supplier shall under no circumstances be liable for any indirect, incidental or consequential loss or damage whatever. This limit does not apply to any liability we may have for death or personal injury resulting from our negligence or for our fraudulent misrepresentation.
15.2 Nothing in these Terms and Conditions shall exclude or limit the liability of the Supplier for death or personal injury resulting from the negligence of the Supplier or that of the Supplier's agents, employees or sub-contractors.
16 INTELLECTUAL PROPERTY RIGHT
16.1 The Consultant assigns to the Company all existing and future intellectual property rights and inventions arising from the Consultancy Services. The Consultant also agreed to do all acts as may in the opinion of the Company be necessary to give effect to this Clause.
16.2 The Consultant undertakes:
16.2.1 To notify to the Company in writing full details of any Inventions promptly on their creation;
16.1.2 To keep confidential details of all Inventions;
16.2.3 Whenever requested to do so by the Company and in any event on the termination of the Engagement, promptly to deliver to the Client all correspondence, documents, papers and records on all media (and all copies or abstracts of them), recording or relating to any part of the Works and the process of their creation which are in his possession, custody or power;
16.2.4 Not to register nor attempt to register any of the Intellectual Property Rights in the Works, nor any of the Inventions, unless requested to do so by the Company; and
16.2.5 To do all acts necessary to confirm that absolute title in all Intellectual Property Rights in the Works and the Inventions has passed, or will pass, to the Company
16.3 The Consultant warrants to the Company that:
16.3.1 HE/SHE has not given and will not give permission to any third party to use any of the Works or the Inventions, nor any of the Intellectual Property Rights in the Works;
16.3.2 HE/SHE is unaware of any use by any third party of any of the Works or Intellectual Property Rights in the Works; and
16.3.3 The use of the Works or the Intellectual Property Rights in the Works by the Company will not infringe the rights of any third party.
16.4 The Consultant agrees to indemnify the Company and keep it indemnified at all times against all or any costs, claims, damages or expenses incurred by the Company, or for which the Company may become liable, with respect to any intellectual property infringement claim or other claim relating to the Works or Inventions supplied by the Consultant to the Company during the course of providing the Services. The Consultant shall maintain adequate liability insurance coverage and ensure that the Company's interest is noted on the policy, and shall supply a copy of the policy to the Company on request. The Company may at its option satisfy this indemnity (in whole or in part) by way of deduction from any payments due to the Consultant.
16.5 The Consultant acknowledges that, except as provided by law, no further fees or compensation other than those provided for in this agreement are due or may become due to the Consultant in respect of the performance of his obligations under this Clause 13.
16.6 The Consultant undertakes, at the expense of the Company, at any time either during or after the Engagement, to execute all documents, make all applications, give all assistance and do all acts and things as may, in the opinion of the Client, be necessary or desirable to vest the Intellectual Property Rights in, and to register them in, the name of the Client and to defend the Company against claims that works embodying Intellectual Property Rights or Inventions infringe third party rights, and otherwise to protect and maintain the Intellectual Property Rights in the Works and the Inventions.
16.7 The Consultant irrevocably appoints the Company to be his attorney in his name and on his behalf to execute documents, use the Consultant's name and do all things which are necessary or desirable for the Company to obtain for itself or its nominee the full benefit of this clause.
13.8 The Consultant waives all moral rights under the Copyright, Designs and Patents Act 1988 which the Consultant has or may have in any existing or future works relating to the Consultancy Services.
17 WAIVER AND VARIATION
17.1 This Agreement can only be varied with the consent of both the Consultant and the Company.
17.2 Failure of any party to insist upon strict performance of any provision of this Agreement or the failure of any party to exercise any right or remedy to which he or she is entitled hereunder shall not constitute a waiver thereof and shall not cause a diminution of the obligations under this Agreement
17.3 No waiver of any of the provisions of this Agreement shall be effective unless it is expressly stated to be such and signed by all the parties to this Agreement.
17.4 The Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement.
18 COMPLAINTS
Complaints will be dealt with fairly, confidentially and speedily. All complaints will be acknowledged within 7 days.
19 GUARANTEE ITEM DESCRIPTIONS
19.1 We are providing our website and its contents on an “as is” basis and make no (and expressly disclaim all) representations or warranties of any kind, express or implied, with respect to our website and the services or products to the fullest extent permitted by law. In particular we do not represent or warrant that the information contained within the services or products is accurate, complete or current. We make every effort to ensure that information contained in our website, databases products and pricing is accurate. However, we can accept no liability for errors or omissions in such information.
20 FORCE MAJEURE
20.1 If either party to this Agreement is prevented or delayed in the performance of any of their respective obligations under this Agreement by “force majeure”, then such party shall be excused the performance for so long as such cause of prevention or delay shall continue.
20.2 For the purpose of this Agreement, “force majeure” shall be deemed to be any cause affecting the performance of this Agreement arising from or attributable to acts, events, omissions or accidents beyond the reasonable control of such party and includes, but is not limited to, the following:
20.2.1 Strikes, lockouts or other industrial action;
20.2.2 Civil commotion, riot, invasion, war threat or preparation for war;
20.2.3 Fire, explosion, storm, flood, earthquake, subsidence, epidemic, severe weather or other natural physical disaster;
20.2.4 Impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport; and
20.2.5 Political interference with normal operations.
21 ASSIGNMENT
The Customer shall not be entitled to assign its rights or obligations or delegate its duties under this Agreement without the prior written consent of the Supplier.
22 SEVERABILITY
If any provision of this Agreement is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction such provision shall be severed and the remainder of the provisions herein shall continue in full force and effect as if this Agreement had been agreed with the invalid illegal unenforceable provision eliminated.
23 CHANGES TO TERMS AND CONDITIONS
The Supplier shall be entitled to alter these Terms and Conditions at any time, but this right shall not affect the existing Terms and Conditions accepted by the Customer upon making a purchase.
24 NO THIRD PARTIES
Nothing in this Agreement is intended to, nor shall it confer any rights on a third party.
25 NOTICES
25.1 Any notice to be given by either party to the other may be served by email, fax, personal service or by post to the address of the other party given in the Service Specification or such other address as such party may from time to time have communicated to the other in writing, and if sent by email shall unless the contrary is proved be deemed to be received on the day it was sent, if sent by fax shall be deemed to be served on receipt of an error free transmission report, if given by letter shall be deemed to have been served at the time at which the letter was delivered personally or if sent by post shall be deemed to have been delivered in the ordinary course of post.
26 ENTIRE AGREEMENT
This Agreement contains the entire agreement between the parties relating to the subject matter and supersedes any previous agreements, arrangements, undertakings or proposals, oral or written. Unless expressly provided elsewhere in this Agreement, this Agreement may be varied only by a document signed by both parties
27 GOVERNING LAW AND JURISDICTION
This Agreement is governed by the laws of England and Wales and the parties agree to submit to the exclusive jurisdiction of the Courts of England and Wales to settle any dispute or claim arising from this Agreement.
28 NO EMPLOYMENT
28.1 The Consultant is an independent contractor and nothing in this Agreement shall render or be deemed to render the Consultant an employee, worker or agent of the Company and the Consultant shall not hold himself or herself out as such. This Agreement does not create any mutuality of obligation between the Consultant and the Company.
28.2 This agreement constitutes a contract for the provision of services and not a contract of employment and accordingly the Consultant shall be fully responsible for and shall indemnify the Company for and in respect of:
28.2.1 Any income tax, National Insurance and social security contributions and any other liability, deduction, contribution, assessment or claim arising from or made in connection with the performance of the Services, where the recovery is not prohibited by law. The Consultant shall further indemnify the Company against all reasonable costs, expenses and any penalty, fine or interest incurred or payable by the Client in connection with or in consequence of any such liability, deduction, contribution, assessment or claim.
28.2.2 Any liability arising from any employment-related claim or any claim based on worker status (including reasonable costs and expenses) brought by the Consultant or any Substitute against the Company arising out of or in connection with the provision of the Services, except where such claim is as a result of any act or omission of the Company.
28.3 The Company may at its option satisfy such indemnity (in whole or in part) by way of deduction from any payments due to the Consultant.
29 TAX LIABILITIES AND INDEMNITY
29.1 The Company and the Consultant declare and confirm that it is the intention of the parties that the Consultant shall have the status of a self-employed person and shall be responsible for all income tax liabilities and national insurance or similar contributions in respect of his or her fees and accordingly the Consultant hereby agrees to indemnify the Company in respect of any claims that may be made by the relevant authorities against the Company in respect of income tax and national insurance or similar contributions relating to the Consultant’s services under this Agreement.
29.2 The Consultant also agrees to indemnify the Company for any loss, damage, liability, costs or expenses (including reasonable legal costs) arising from:
29.2.1 any breach by him or her, or any delegate engaged by him or her, of the terms of this Agreement, including any negligent or reckless act or omission in carrying out the Consultancy Services; or
29.2.2 any employment-related claim or any claim based on worker status brought by him or her, or by any delegate appointed by him or her, against the Company arising out of or in connection with the provision of the Consultancy Services.
30 SEVERABILITY
If any provision of this Agreement is held invalid, illegal or unenforceable for any reason by any Court of competent jurisdiction, such provision shall be severed and the remainder of the provisions of this Agreement shall continue in full force and effect as if this Agreement had been executed with the illegal or unenforceable provision eliminated.
31 INSURANCE
The Consultant warrants to the Company that he or she will take out and maintain throughout the term of this Agreement adequate insurance in respect of Public Liability Insurance coverage with an insurance office of repute to protect themselves against any liabilities arising out of this Agreement and shall produce, at the request of the Company, a copy of the insurance policy or policies and relevant renewal receipts for inspection by the Company.
31 TERMINATION OF AGREEMENT
Either party shall have the right at any time to terminate this Agreement at the end of the TWELVE MONTH agreement. If both parties agree the contract may be terminated earlier with a minimum of FOUR MONTH’S notice in writing to the other party. If termination is made prior to the end of the TWELVE MONTH contract the Customer may be liable for costs associated and due to be depreciated over the contracted duration. In addition, the Company shall have the right to terminate this Agreement at any time by summary notice without any payment in lieu in the event of the Consultant:
31.1 being in material or persistent breach of any of the terms of this Agreement or refuses or neglects to comply with any reasonable and lawful directions of the Company;
31.2 having a bankruptcy order made against him or her or making any arrangement with his or her creditors or having an interim order made against him or her;
31.3 being convicted of any criminal offence other than a minor driving offence under the road traffic legislation in the UK or elsewhere for which a fine or non-custodial penalty is imposed;
31.4 persistently and willfully neglecting the performance of the Consultancy Services or failing to remedy any default in providing the Consultancy Services;
31.5 offering, promising or giving a bribe or requesting, agreeing to receive or accepting a bribe or bribing a foreign public official in connection with the Consultancy Services contrary to the Bribery Act 2010; or
31.6 doing any action manifestly prejudicial to the interests of the Company or which in the opinion of the Board may bring the Company into disrepute;
and the Consultant shall have no claim against the Company in respect of the termination of his or her appointment for any of the reasons specified pursuant to Clauses 8.1 to 8.6.