Terms and conditions of business

Last revision: December 12, 2007

1.0 Definitions

In these terms and conditions:

• ‘Company’ means (gtslearning PLC) gtslearning International Ltd, and its associated companies gtsglobal PLC, GTS ( London) Ltd, GTS Ltd and Global Training Solutions Inc;
• ‘Products’ means courseware or other training products provided by the Company to the Customer for IT training;
• ‘Customer’ means a customer ordering Courseware or other gtslearning products;
• ‘Resources’ means electronic or printed content or media that may be supplied by the Company and used by the Customer to facilitate the delivery of a training course.

2. Ordering

Orders can be made on line or by fax (using a standard Company order form, available on request), allowing sufficient time for fulfilment before the course start date. The Company can accept no responsibility for any delay in delivery. There shall be no binding agreement between the Company and the Customer until the Customer’s order has been confirmed in writing by the Company. All orders are accepted subject to these terms and conditions. Unless by prior arrangement with an official from the Company, orders for single copies of printed manuals will be fulfilled with an ‘evaluation’ watermark. Orders for two or more copies of an individual manual will receive the standard printed courseware.

3. Invoicing

Unless otherwise expressly agreed in writing, Products shall be provided at the Company’s current price list at the date of ordering. All prices quoted shall be exclusive of Value Added Tax, applicable local sales tax and carriage, unless otherwise expressly stated. The Company shall issue invoices to the Customer.

4. Returns

The Company cannot accept any return of Products supplied. If any Products are damaged when delivered to the Customer, the Company reserves the right to replace the goods. Notification of damage must be made within two working days of delivery to the Customer.

5. Changes

The Company reserves the right to change the content of the Products, particularly to reflect advancements of methodologies. The Company will use all reasonable endeavours to give as much advance notice of any alteration as possible.

6. Errors and omissions, liability

The Company will assume no responsibility for any errors or omissions within the Products that it supplies. Without prejudice to these terms and conditions, the Company’s sole liability is to supply the Products that the Customer has ordered. The Company shall have no liability and the Customer shall indemnify the Company and keep it indemnified against any claims, costs or expenses which may be made against or incurred by the Company in respect of any death of or injury to any person using the Products, except in the case of death or personal injury caused by the Company’s negligence.

In no event shall gtslearning have any liability whatsoever to the Customer or any third party for any loss of revenue, profit, data or goodwill or for any incidental special (consequential) loss or damage arising from the use of gtslearning products.

7. Conditions

The ordering of Products implies acceptance of these terms and conditions, which supersede in their entirety, any condition contained in any purchase order or other documentation, which the Customer may issue. These terms and conditions supersede any already published pertaining to the provision of any Products by the Company.

8. Payment

Unless stated otherwise, all invoices are payable within 30 days of the date of invoice, (unless the order is under £100 where payment in advance by credit card is necessary). Time is of the essence with regard to payment of any sums due to the Company. The Customer shall not be entitled to withhold payment of any amount due to the Company in respect of any claims for alleged breach of contract by the Company or on any other account whatsoever, nor shall the Customer be entitled to any right of set off. Without prejudice to the Company’s other rights, if the Customer fails to pay any amount before the due date:

• the Company shall have the right to refuse to accept any further orders placed by the Customer;
• the Company reserves the right to charge interest on overdue accounts at the rate of 2% per month or part thereof until full payment has been received;
• the whole amount of the balance then outstanding to the Company by the Customer on any account whatsoever shall become due and payable.

9. Reservation of title

The ownership of and the property in the goods shall remain in the Company until the full price of the goods has been received by the Company. Until payment has been received, the Customer shall keep the goods separate and store them in such a way that they are clearly identifiable as the property of the Company. Until the property in the goods passes to the Customer, the Customer shall hold the same as bailee for the Company and as such shall be bound by all the fiduciary obligations arising out of such bailment. Notwithstanding the forgoing the Customer shall be entitled to sell the goods, but the Customer in its fiduciary capacity as bailee, shall be bound to account fully to the Company in respect of the proceeds of sales thereof and shall be obliged to keep these proceeds segregated in a separate account. The said duty to account is absolute and shall arise on every resale of goods which have been supplied by the Company to the Customer and shall not be deemed to be waived whether the resale shall occur within the period of credit granted by the Company to the Customer or otherwise.

The Company reserves the right to repossess any goods sold hereunder to the Customer in respect of which payment is overdue and thereafter to resell the same. For this purpose, the Customer hereby grants an irrevocable right and licence to the Company through its servants and agents to enter with or without vehicles upon all and any premises in which such goods may be.

10. Intellectual Property

Copyright and all other intellectual property rights in any work created by or for the Company, together with the know-how developed and/or utilised in preparing and/or providing any Course, shall vest in the Company. The Customer’s use of Products shall be by way of a non-exclusive, non-assignable licence only and the Customer shall not make any copies of any such materials for any purpose nor disclose or make them available to any third party.

All Products are supplied to the Customer by the Company on a single copy per student basis; that is, a single copy of a training product, such as a course book with an e-learning enrolment key, must be given to one individual student to keep for themselves and not be retained by the Customer for use with other students , nor photocopied or reproduced in any form without the express written permission of a gtslearning director. The Customer must report to the Company any incidence of a number of students sharing a single copy of the Product and the Company will accordingly charge the full catalogue price for each student sharing a single copy of the Product.

Additional Resources that may be made available to the Customer by the Company may only be used in conjunction with Products supplied by the Company. No material changes to these Resources are permitted without express written permission of a director of the Company. These resources may not be used in conjunction with content from any other supplier.

The Company gives no warranty that the provision of any Products shall not infringe any United Kingdom or other letters patent, copyright or other intellectual property rights owned by third parties. The Company shall not be liable to the Customer for any costs, claims, demands, loss or damage relating to the infringement of any copyright or intellectual property rights that may arise from or out of the use thereof by the Customer. In the event of any threat of proceedings being made or action brought against the Customer on the ground of an infringement of such rights the Customer shall immediately inform the Company of the same and shall deliver to the Company all communications in connection therewith and render such assistance as the Company may reasonably require in defence thereof.

Product licenses are subject to their own particulars of use and copies of these may be provided on request.

11. Severability

If and to the extent that any provisions or any part of these terms and conditions is deemed to be illegal, void or unenforceable for any reason, then such provision or part thereof shall be deemed to be severed from the remaining provisions all of which shall remain in full force and effect.

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