Terms and Conditions
These Terms and Conditions set out the provisions applicable to the supply of Services by First2Train Ltd.
1 Definitions and interpretation
1.1 In these Conditions the following definitions apply:
“Booking” means a Private Booking and/or a Public Booking;
“Business Day” means a day other than a Saturday, Sunday or bank or public holiday when banks generally are open for non-automated business in Glasgow;
“Conditions” means the Supplier’s terms and conditions of supply set out in this document;
“Contract” means the agreement between the Supplier and the Customer for the supply and purchase of Services incorporating these Conditions and the Email Confirmation;
“Customer” means the person who purchases the Services from the Supplier and whose details are set out in the Email Confirmation;
“Data Protection Laws” means, as binding on either party and/or as applicable to the Services:
(a) the GDPR;
(b) the Data Protection Act 2018;
(c) any laws which implement any such laws; and
(d) any laws that replace, extend, re-enact, consolidate or amend any of the foregoing;
“Email Confirmation” means the email from the Supplier to the Customer accepting the Booking, including the Location, Price and any other relevant information;
“Force Majeure” means an event or sequence of events beyond a party’s reasonable control preventing or delaying it from performing its obligations under the Contract;
“GDPR” means the General Data Protection Regulation, Regulation (EU) 2016/679;
“Location” means the address for performance of the Services as set out in the Email Confirmation;
“Personal Data” shall have the meaning given to it in applicable Data Protection Laws from time to time;
“Price” has the meaning set out in clause 4;
“Private Booking” means a private training session to provide the Services;
“Public Booking” means a booking on a course listed on the Website;
“Processing” has the meaning given to it in applicable Data Protection Laws from time to time (and related expressions, including “process“, “processing“, “processed“, and “processes” shall be construed accordingly);
“Protected Data” means Personal Data received from or on behalf of the Customer in connection with the performance of the Supplier’s obligations under the Contract;
“Services” means the Services set out in the Email Confirmation and to be performed by the Supplier for the Customer;
“Specification” means the description or specification of the Services set out or referred to in the Email Confirmation;
“Supplier” means First2Train Ltd, a company incorporate in Scotland (SC634280) and having its registered office at 6th Floor, Gordon Chambers, 90 Mitchell Street, Glasgow G1 3NQ;
“Website” means https://first2train.co.uk; and
“VAT” means value added tax under the Value Added Taxes Act 1994 or any other similar sale or fiscal tax applying to the sale of the Services.
1.2 In these Conditions, unless the context requires otherwise:
1.2.1 any clause, schedule or other headings in these Conditions is included for convenience only and shall have no effect on the interpretation of the Conditions;
1.2.2 a reference to a ‘party’ includes that party’s personal representatives, trustees, executors, successors and permitted assignees;
1.2.3 a reference to a ‘person’ includes a natural person, corporate or unincorporated body (in each case whether or not having separate legal personality) and that person’s personal representatives, trustees, executors, successors and permitted assignees;
1.2.4 a reference to a ’company’ includes any company, corporation or other body corporate, wherever and however incorporated or established;
1.2.5 a reference to a gender includes each other gender;
1.2.6 words in the singular include the plural and vice versa;
1.2.7 any words that follow ‘include’, ‘includes’, ‘including’, ‘in particular’ or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words;
1.2.8 a reference to ‘writing’ or ‘written’ includes any method of reproducing words in a legible and non-transitory form (excluding email);
1.2.9 a reference to legislation is a reference to that legislation as amended, extended, re-enacted or consolidated from time to time except to the extent that any such amendment, extension or re-enactment would increase or alter the liability of a party under these Conditions; and
1.2.10 a reference to legislation includes all subordinate legislation made from time to time under that legislation.
2 Application of these conditions
2.1 These Conditions apply to and form part of the Contract between the Supplier and the Customer. They supersede any previously issued terms and conditions of purchase or supply.
2.2 No terms or conditions endorsed on, delivered with, or contained in the Customer’s purchase conditions, order, confirmation of order, specification or other document shall form part of the contract.
2.3 No variation of these Conditions or to the Contract shall be binding unless expressly agreed in writing and executed by a duly authorised signatory on behalf of the Supplier.
3 Making a Booking
3.1 Bookings may be in respect of:
3.1.1 training to be provided at a location, date and/or in respect of a certain number of individuals agreed with the Customer (“Private Booking”); or
3.1.2 attendance and training at a course or event offered by the Supplier as outlined on it’s Website and social media channels (“Public Booking”).
3.2 For a Private Booking, the Supplier will provide a proposal to the Customer setting out the Specification and cost.
3.3 The proposal will be open for acceptance for 7 days and will then lapse. If the Customer accepts the proposal the Supplier shall send an Email Confirmation, only at this point has the Contract been entered into.
3.4 For a Public Booking, the Supplier will confirm by e-mail to the Customer if the place is available and on such Email Confirmation being sent then the Contract has been entered into.
3.5 Each Booking by the Customer to the Supplier shall be an offer to purchase Services subject to these Conditions.
3.6 A Booking may be withdrawn or amended by the Customer at any time provided that notice in writing of such withdrawal or amendment by the Customer is received by the Supplier before acceptance by the Supplier. If the Supplier is unable to accept a Booking, it shall notify the Customer as soon as reasonably practicable.
3.7 The offer constituted by a Booking shall remain in effect and be capable of being accepted by the Supplier.
3.8 The Supplier may accept or reject a Booking at its discretion. A Booking shall not be accepted, and no binding obligation to supply any Services shall arise, until the Supplier’s written acceptance of the Booking in the Email Confirmation.
3.9 Rejection by the Supplier of a Booking, including any communication that may accompany such rejection, shall not constitute a counter-offer capable of acceptance by the Customer.
3.10 Marketing and other promotional material relating to the Services are illustrative only and do not form part of the Contract.
4.1 The price for the Services shall be confirmed in the Email Confirmation (the “Price”).
4.2 The Prices are exclusive of VAT (or equivalent sales tax).
4.3 The Customer shall pay any applicable VAT to the Supplier on receipt of a valid VAT invoice.
5.1 The Price for the Public Bookings shall be payable in full on issue of the Email Confirmation.
5.2 For Private Bookings, the Customer shall pay 50% of the Price which is non-refundable (the “Deposit”), within 48 hours of receipt of the Email Confirmation to the bank account nominated by the Supplier.
5.3 The Supplier shall invoice the Customer for the remainder of the Price for the Services 5 days prior to performance of the Services.
5.4 The Customer shall pay all invoices:
5.4.1 in full without deduction or set-off, in cleared funds within 7 days of the date of each invoice; and
5.4.2 to the bank account nominated by the Supplier.
5.5 Time of payment is of the essence. Where sums due under these Conditions are not paid in full by the due date the Supplier may, without limiting its other rights:
5.5.1 charge interest on such sums at 5% a year above the base rate of The Royal Bank of Scotland from time to time in force; and/or
5.5.2 interest shall accrue on a daily basis, and apply from the due date for payment until actual payment in full, whether before or after judgment; and/or
5.5.3 cancel the Booking and retain all payments received to date.
5.6 Where the Price for a Private Booking is on a per person charge, the full Price shall be payable for the number for which the Booking was made irrespective of whether a lower number may attend.
6.1 The Email Confirmation shall specify where the Services are to be performed.
6.2 In relation to a Private Booking, the Customer shall make such facilities available for the Supplier so that the Supplier is able to make the Services available to be performed within the period set out in the Email Confirmation.
6.3 The Services shall be deemed performed on completion of the performance of the Services as specified in the Email Confirmation.
6.4 Where the Services are to be provided in instalments, any delay in performance or defect in an instalment shall not entitle the Customer to cancel any other instalment.
6.5 The Supplier shall not be liable for any delay in or failure of performance caused by:
6.5.1 (i) unavailability of the Location, (ii) failure to prepare the Location in accordance with the Supplier’s instructions, or (iii) the Customer’s failure to provide the Supplier with adequate instructions for performance; or
6.5.2 Force Majeure.
6.6 The Customer may cancel the Private Booking providing that they give 5 Business Days’ notice to the Supplier, otherwise the full Price will be payable to the Supplier. In all instances, the Deposit is non-refundable.
7.1 The Supplier warrants that the Services shall:
7.1.1 conform in all material respects to their description and the Specification; and
7.1.2 be supplied with reasonable care and skill within the meaning of the Supply of Goods and Services Act 1982, Part II s 13.
7.2 Where the Customer gives written notice that the Supplier is in breach of the warranties given at clause 7.1, the Supplier shall, at its option, remedy, re-perform or refund the Services that do not comply with clause 7.1, provided that such notice specifies that some or all of the Services do not comply with clause 7.1, identifies in sufficient detail the nature and extent of the defects and is given within 5 Business Days of performance of the Services (failure to give such notice being deemed acceptance by the Customer that the Services comply with warranties).
7.3 The provisions of these Conditions shall apply to any Services that are remedied or re-performed with effect from performance of the remedied or re-performed Services.
7.4 Except as set out in this clause 7:
7.4.1 the Supplier gives no warranties and makes no representations in relation to the Services; and
7.4.2 shall have no liability for their failure to comply with the warranty in clause 7.1, and all warranties and conditions (including the conditions implied by ss 12–16 of the Supply of Goods and Services Act 1982), whether express or implied by statute, common law or otherwise are excluded to the extent permitted by law.
8 Indemnity and insurance
The Customer shall indemnify, and keep indemnified, the Supplier from and against any losses, damages, liability, costs (including legal fees) and expenses incurred by the Supplier as a result of or in connection with the Customer’s breach of any of the Customer’s obligations under the Contract.
9 Limitation of liability
9.1 The extent of the parties’ liability under or in connection with the Contract (regardless of whether such liability arises in delict, contract or in any other way and whether or not caused by negligence or misrepresentation) shall be as set out in this clause 9.
9.2 Subject to clauses 9.5, the Supplier’s total liability shall not exceed the sum of the Price.
9.3 Subject to clauses 9.5, the Supplier shall not be liable for consequential, indirect or special losses.
9.4 Subject to clauses 9.5, the Supplier shall not be liable for any of the following (whether direct or indirect):
9.4.1 loss of profit;
9.4.2 loss or corruption of data;
9.4.3 loss of use;
9.4.4 loss of production;
9.4.5 loss of contract;
9.4.6 loss of opportunity;
9.4.7 loss of savings, discount or rebate (whether actual or anticipated);
9.4.8 harm to reputation or loss of goodwill.
9.5 Notwithstanding any other provision of the Contract, the liability of the parties shall not be limited in any way in respect of the following:
9.5.1 death or personal injury caused by negligence;
9.5.2 fraud or fraudulent misrepresentation; or
9.5.3 any other losses which cannot be excluded or limited by applicable law.
10 Processing of personal data
10.1 In the event that the Supplier received Protected Data from the Customer, the Supplier shall process such Protected Data in compliance with the obligations placed on it under Data Protection Laws and the terms of the Contract.
10.2 Taking into account the state of technical development and the nature of processing, the Supplier shall implement and maintain appropriate technical and organisational measures to protect the Protected Data against accidental, unauthorised or unlawful destruction, loss, alteration, disclosure or access.
11 Force majeure
Neither party shall have any liability under or be deemed to be in breach of the Contract for any delays or failures in performance of the Contract which result from Force Majeure. The party subject to the Force Majeure event shall promptly notify the other party in writing when such the event causes a delay or failure in performance and when it ceases to do so. If the
Force Majeure event continues for a continuous period of more than 5 days, either party may terminate the Contract by written notice to the other party.
12.1 The Supplier may suspend provision of the Services and/or terminate the Contract in whole or in part at any time by giving notice in writing to the Customer if:
12.1.1 the Customer commits a material breach of Contract and such breach is not remediable;
12.1.2 the Customer commits a material breach of the Contract which is capable of being remedied and such breach is not remedied within 14 days of receiving written notice of such breach;
12.1.3 the Customer has failed to pay any amount due under the Contract on the due date and such amount remains unpaid within 30 days after the Supplier has given notification that the payment is overdue;
12.1.4 any consent, licence or authorisation held by the Customer is revoked or modified such that the Customer is no longer able to comply with its obligations under the Contract or receive any benefit to which it is entitled.
12.1.5 stops carrying on all or a significant part of its business, or indicates in any way that it intends to do so;
12.1.6 is unable to pay its debts either within the meaning of section 123 of the Insolvency Act 1986 or if the Supplier reasonably believes that to be the case;
12.1.7 has a receiver, manager, administrator or administrative receiver or liquidator appointed over all or any part of its undertaking, assets or income;
12.1.8 has a petition presented to any court for its winding up or an application is made for an administration order, or any winding-up or administration order is made against it;
12.1.9 is subject to any events or circumstances analogous to those in clauses 12.1.1 to
12.1.8 in any jurisdiction.
12.2 The Supplier may terminate the Contract at any time by giving 5 Business Days’ notice to the Customer. If the Supplier terminates under this clause 12.2 the Customer shall be entitled to a refund in relation to the Price paid including the Deposit, but that shall be the sole remedy of the Customer.
12.3 Termination or expiry of the Contract shall not affect any accrued rights and liabilities of the Supplier at any time up to the date of termination.
13 Further assurance
The Customer shall at the request of the Supplier, and at the Customer’s own cost, do all acts and execute all documents which are necessary to give full effect to the Contract.
14 Entire agreement
14.1 The parties agree that the Contract constitutes the entire agreement between them and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral in respect of its subject matter.
14.2 Each party acknowledges that it has not entered into the Contract in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in the Contract. No party shall have any claim for innocent or negligent misrepresentation on the basis of any statement in the Contract.
14.3 Nothing in these Conditions purports to limit or exclude any liability for fraud.
No variation of the Contract shall be valid or effective unless it is in writing, refers to the Contract and these Conditions and is duly signed or executed by, or on behalf of, the Supplier.
The Customer may not assign, subcontract or encumber any right or obligation under these Conditions, in whole or in part, without the Supplier’s prior written consent, such consent not to be unreasonably withheld or delayed.
17 Set off
17.1 The Supplier shall be entitled to set-off under the Contract any liability which it has or any sums which it owes to the Customer under the Contract.
17.2 The Customer shall pay all sums that it owes to the Supplier under the Contract without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by law.
18 No partnership or agency
The parties are independent persons and are not partners, principal and agent or employer and employee and the Contract does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. None of the parties shall have, nor shall represent that they have, any authority to make any commitments on the other party’s behalf.
19.1 If any provision of the Contract (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of the Contract shall not be affected.
19.2 If any provision of the Contract (or part of any provision) is or becomes illegal, invalid or unenforceable but would be legal, valid and enforceable if some part of it was deleted or modified, the provision or part-provision in question shall apply with such deletions or modifications as may be necessary to make the provision legal, valid and enforceable. In the event of such deletion or modification, the parties shall negotiate in good faith in order to agree the terms of a mutually acceptable alternative provision.
20.1 No failure, delay or omission by the Contract in exercising any right, power or remedy provided by law or under the Contract shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy.
20.2 No single or partial exercise of any right, power or remedy provided by law or under the Contract by the Supplier shall prevent any future exercise of it or the exercise of any other right, power or remedy by the Supplier.
21 Third party rights
These Conditions do not create any rights in favour of third parties under the Contract (Third Party Rights) (Scotland) Act 2017 to enforce or otherwise invoke any provision of these Conditions,
22 Governing law and jurisdiction
22.1 These Conditions are governed by and shall be interpreted in accordance with the laws of Scotland.
22.2 The parties irrevocably submit to the exclusive jurisdiction of the courts of Scotland to settle any disputes and claims which may arise out of or in connection with these Conditions.
Updated: February 2020
Next Revision Due By: February 2021