Terms and conditions

BACKGROUND

The Client and MyCSP Limited (“MyCSP”) wish to enter into an agreement for the provision of Services in accordance with these Conditions.

1. DEFINITIONS 

“Booking Form” means the booking form to which these terms and conditions are attached; “Business Days” means a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business; “Charges” has the meaning given to it in clause 5.1; “Client” shall mean the organisation or individual requesting the Services; “Conditions” means these terms and conditions as in place from time to time; “Contract” means the contract between MyCSP and the Client for the supply of Services in accordance with the Conditions and the Booking Form; “Services” shall mean the services provided by MyCSP as requested on the Booking Form; and “Start Date” has the meaning set out in clause 2.3.

2. BASIS OF CONTRACT

2.1 These Conditions apply to the Contract to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

2.2 The Booking Form constitutes an offer by the Client to purchase Services in accordance with these Conditions.

2.3 The Booking Form shall only be deemed to be accepted when MyCSP issues written acceptance of the Booking Form at which point the Contract shall come into existence (the “Start Date”).

3. SERVICES AND INCORPORATED TERMS

3.1 MyCSP shall provide the Services to the Client in accordance with the Contract.

3.2 MyCSP shall use reasonable endeavours to meet the dates specified in the Booking Form for provision of the Services but time shall not be of the essence for performance of the Services.

3.3 MyCSP warrants to the Client that the Services will be provided using reasonable care and skill.

4. CANCELLATION

4.1 The client may cancel any booking covered by this contract by giving notice in writing at least 10 working days before commencement of the contract. In cases where bookings are cancelled within 5 working days of commencement, the client will be liable for 100% of the relevant charges.

4.2 In the case of a booking for training, where the client changes names of the attendees ( but for the avoidance of doubt NOT the numbers) this will not be treated as a cancellation but may at the discretion of MyCSP be subject to an administration fee of no more than 2.5% of the total cost of the booking.

4.3 If MyCSP is required to cancel the Services, it shall give as much notice to the Client as possible and the Client shall not be liable for any of the Charges.

5. PRICE AND PAYMENT

5.1 The charges due from the Client to MyCSP for the Services shall be as set out in the Booking Form or otherwise agreed in writing between the parties (the “Charges”).

5.2 MyCSP shall invoice the Client on completion of the Services (or if multiple events are ordered, after each individual delivery of the Services).

5.3 The Client shall pay each invoice submitted by the Supplier within 30 business days of the invoice date, in full and cleared funds to a bank account nominated in writing by the Supplier.

5.4 If the Client fails to make any payment due to MyCSP under the Contract, the Client shall pay interest on the overdue amount at the rate of 4% per annum above Barclays’ Bank base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Client shall pay the interest along with the overdue amount.

6. INTELLECTUAL PROPERTY RIGHTS

All Intellectual Property Rights in any guidance, specifications, instructions, toolkits, plans, data, drawings, databases, patents, patterns, models, designs or other material except where otherwise assigned or licensed separately to this Agreement

a) furnished to or made available to the Client by or on behalf of the MyCSP shall remain the property of MyCSP; or

b) prepared for the client for or on behalf of MyCSP for use, or intended use, in relation to the performance by MyCSP of its obligations under this agreement shall belong to the MyCSP, and the Client shall not, and shall ensure that the client’s staff shall not, without MyCSP’s prior approval, use or disclose any such Intellectual Property Rights

7. LIMITATION OF LIABILITY

a) Neither party’s liability under the Contract shall exceed the amount equivalent to the total Charges paid under the Contract.

b) Nothing in these Conditions shall limit or exclude either party’s liability for (a) death or personal injury caused by negligence, or the negligence of its employees, agents or subcontractors; (b) fraud or fraudulent misrepresentation; or (c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982.

c) MyCSP shall not be liable under any circumstances, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract.

8. ESCALATION 

Where any matters arise under the Contract that the Client and MyCSP cannot resolve between themselves, the parties agree that the matter may be escalated to an agreed independent party. The parties will act reasonably and cooperate in providing to the independent party relevant information in connection with the unresolved matter.

9. PUBLICITY

The Client shall not:

i. make any press announcements relating to the Contract or the Services or publicise the Contract or the Services in any way; or

ii. use MyCSP's intellectual property rights, name or brand in any promotion, marketing materials, announcement or otherwise, without the prior written consent of MyCSP.

10. NOTICES

Any notice issued under the Contract must be made in writing to the recipient’s registered office or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing and shall be deemed to have been received:

i. if posted, 2 Business Days after the date on which it was posted; or

ii. if delivered personally, when left at the relevant address; or

iii. if given by fax or electronically, at the beginning of the next working day, so long as a confirmation of successful send receipt is received.

11. ENTIRE AGREEMENT 

Each of the parties acknowledges and agrees that in entering into the Contract and the documents referred to in it, it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty or undertaking (whether negligently or innocently made) other than as expressly set out in the Contract. The only remedy available to either party in respect of any such statements, representation, warranty or understanding shall be for breach of the Contract.

12. THIRD PARTY RIGHTS 

A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

13. VARIATION 

No variation of the Contract (or any of the documents referred to in it) shall be valid unless it is agreed in writing (which, for this purpose, includes email; so long as that email is acknowledged) between the parties.

14. GOVERNING LAW

The Contract shall be governed by and construed in accordance with English law and each party agrees to submit to the exclusive jurisdiction of the courts of England and Wales.