1. Conditions
The following terms and conditions apply to the Contract (see definition below) and
each future request for the supply of services and/or materials received by the
Company from the Client (see definition below) from time to time unless otherwise
agreed in writing. The communication of a request by the Client to the Company for the
supply of services and/or materials shall amount to the Client’s acceptance of these
terms. These terms shall take precedence over any terms and conditions of the Client,
whether attached to, enclosed with or referred to in any purchase order of the Client or
elsewhere. They may not be varied except by written agreement between the Company
and the Client

2. Definitions
In these terms and conditions the following words shall have the meanings given in this
clause:
2.1 ‘Company’ means Salvas Learning and Consultancy Limited, a company registered in
Scotland, number 381095
2.2 ‘Client’ means the person, firm or company described as such below;
2.3 ‘Contract’ means the contract consisting of the front and back of this form and
concluded by either the Client signing above and returning it to the Company or the
Company starting work on the Project;
2.4 Project’ means the job described below; and
2.5 ‘Cost’ means the fee to be charged by the Company for the Project and specified on
the front of this form;
2.6 ‘Mandatory Requirements’ Elements of the Project required by any accreditory or
other body in order to provide accreditation or qualification to the Client on successful
completion of the Project.
2.7 Rights’ means all copyright and related rights (whether registered or unregistered),
patents, rights in trade marks (whether registered or unregistered), database rights and
any other intellectual property rights (including all similar or equivalent rights or forms
o!f protection in any part of the world) in or relating to the Project.

3. The Company’s obligations
3.1 The Company will use its reasonable care and skill in the delivery to the Client of
the Project as per the Contract and any other requirements identified above.
3.2 The Company makes no guarantee that the Client or any member of the Client’s
Company will successfully complete the Project and gain and relevant qualification or
accreditation.
3.3 The Company makes no guarantee that the Client or any Member of the Client’s
C!ompany will obtain employment of any nature if a Project is successfully completed.

4. Payment Terms and Compensation
4.1 Payment terms are immediately upon completion of the Project, and non payment
within 28 days will initiate conditions below
4.2 In return for the Company’s delivery of the Project the Client shall pay the Cost in
accordance with the payment schedule set out above. Without prejudice to any other
right or remedy that it may have, if the Client fails to pay the Company on the due
date, the Company may charge the Client interest at 8% per year above the base rate of
Lloyds TSB from time to time accruing daily and compounded annually on every invoice
overdue for payment calculated from the date of the invoice until the date of payment
whether before or after judgment, and may suspend all of its obligations hereunder
until payment has been made in full. The Company reserves the right to claim interest
under the Late Payment of Commercial Debts (Interest) Act 1998.
4.3 The Company reserves the right to require the Client to pay the total Cost up front
before the Company commences any work. If a final Cost has not been agreed at the
time of concluding the Contract, the Company will require the Client to pay a
percentage of the estimated total Cost in advance to cover the Company’s time
attending meetings and/or producing Project in advance of a final sign-off by the Client
o!f the budget.

5. Contract, Project and changes
5.1 The Client warrants that the Contract is accurate in all respects. As the Cost and
any pre-set dates for supply of the Project will be agreed on the basis of the Contract,
any changes to it after the conclusion of the Contract, whether resulting from
alterations by the Client, delay in providing the Company with materials, information,
instructions or authorisations to the Company by the Client, or any other circumstances
beyond the Company’s control, will be subject to extra charges for the Company’s time
and work and may involve delays in supply. The Client will pay these extra charges and
reimburse the Company for any third party charges or expenses incurred by the
Company on the basis of the original Contract.
5.2 The Company in its sole discretion may at anytime alter the content of the
Project as advertised, subject to any Mandatory Requirements of the Project being
met by the Project content.
5.3 The Client warrants that the Client or any servant, agent or employee thereof
meets the pre-requisites of the Project as set out in the literature provided by the
Company prior to attending the Project.
5.4 No Refund shall be given to the Client where failure to achieve any relevant
q!ualification is caused by the Client’s failure to meet any pre-requisites of the Project.

6 Production
6.1 Unless otherwise agreed in writing the Company will arrange and oversee all
production of all resources related to the Project, except the venue where agreed.
Should it be agreed that the Client arranges any resources itself, then in that regard the
Company shall not be responsible for the booking, supervision or quality control of any
relevant facilities, nor will it be responsible for payment of any related charges.
6.2 The Company shall not be responsible for the quality and suitability of the venue
w!here the Client has organised it.

7 Rights
7.1 In so far as delivering the Project as per the Contract involves use of third party
material, the Company will secure such licence as is necessary to allow the required use
of the same.
7.2 Subject to the above and to the rights of any third party, ownership of the Rights
shall remain vested in the Company unless and until any assignment or other disposition
of the Rights is agreed between the parties in writing.
7.3 For the avoidance of doubt, where the Company makes any presentation to the
Client going beyond the Contract, the Client shall have no right to make use of any
material contained in such presentation unless and until a separate contract is
c!oncluded between the parties.

8 Expenses
8.1 General out-of-pocket expenses incurred in supplying the Project, such as courier
charges, travelling and hotel expenses, will be charged by the Company at cost and the
Client shall pay the relevant invoices within 28 days of the date of the invoice Where
expenses are likely to be significant, the Company reserves the right to require the
C!lient to pay the full amount of the expected expense in advance.
8.2 Where extra expenses are incurred, either as a result of alterations to the original
Contract or otherwise at the Client’s request, the Client shall pay such expenses by way
of settlement of the relevant invoices within 28 days of the date of the relevant
i!nvoice.

9 Cancellation or Non-attendance
9.1 The Company has a strict Cancellation/Non –attendance policy, which shall not be
varied unless expressly agreed in writing and signed by or on behalf of both parties.
9.2 Paid Deposits are non-refundable
9.3 The Cost will not be repaid either partially or in full (less deposit) unless the Client
serves on the Company written notice of non-attendance. In the event that written
notice is served the Company will refund the Cost (less the deposit) on the following
basis;
9.3.1 Notice received 3 or more weeks before the Project is delivered – 100% of Cost
(less deposit) is refunded, or transferred to a future project at the discretion of the
Company;
9.3.2 Notice received 1 to 3 weeks before the Project is delivered – 50% Cost (less
deposit) is refunded, or transferred to a future project at the discretion of the
Company
9.3.3 Notice received less than 1 week before the Project is delivered – No refund but
we may at our discretion transfer the fee to a future Project. However there will be an
a!dditional administration charge of 25% of the Cost.

10 Behaviour during delivery of the Project
10.1 If the Client or any servant, agent or employee thereof behaves in a manner that
is deemed to be unacceptable or disruptive that person may be asked to leave venue in
which the Project is being delivered for the remainder of the Project.
10.2 If the Client or any servant, agent or employee thereof is deemed to have failed a
mandatory part of the Project, that person may be asked to the leave venue in which
the Project is being delivered for the remainder of the Project.
1!0.3 No refunds will be made in circumstances stated in 10.1 or 10.2 above.

11 Liability
11.1 Nothing in these terms and conditions shall exclude or restrict the Company’s
liability for death or personal injury resulting from its negligence, liability for
fraudulent misrepresentation or any other liability which cannot be excluded or limited
under applicable law. Subject to this:
11.2 the Company’s total liability to the Client in contract law or in tort or otherwise
howsoever arising in relation to this Contract is limited to the Company’s charges for
the Project;
11.3 the Company shall not be liable in any way in respect of any failure, delay or
defect in the supply or use of the Project caused by the supply or specification by the
Client of unsuitable material or content or by the reproduction of the Project by a third
party; and
11.4 the Company will not be liable to the Client for economic loss including loss of
profits, business, contracts, revenues, goodwill, production and anticipated savings of
any description howsoever caused and even if foreseeable by the Company.
11.5 All warranties, conditions and other terms implied by statute, common law or
otherwise are hereby excluded from the Contract to the fullest extent permitted by
law.

12 Company’s status
12.1 The Company acts in this Contract as a principal and not as agent for the Client
a!nd will enter into all related contracts as principal.

13 Sub-contracting and assignment
13.1 The Company may sub-contract any or all of its rights or obligations under this
Contract and may with the Client’s consent, such consent not to be unreasonably
withheld or delayed, assign the benefit and burden of its rights and obligations under
t!his Contract to any other entity.

14 Confidential information
14.1 Neither party shall divulge any confidential information which is supplied to it
about the other party in the course of this Contract or any pre-Contract discussions,
other than information forming part of the public domain otherwise than through a
b!reach of this clause or any other obligation of confidence.

15 Termination
15.1 The Company may by notice in writing to the other terminate this Contract
forthwith upon the happening of one or more of the following events:
15.2 if the Client shall fail to make any payment due under this Contract within 7 days
after the due date, or to remedy any other breach within 30 days after being required
to do so in writing; or
15.3 if the Client becomes insolvent, convenes a meeting with its creditors, has a
liquidator, receiver, administrator, administrative receiver, manager, trustee or similar
officer appointed over any of its assets or ceases or threatens to cease carrying on its
business.
15.4 Such termination shall be without prejudice to the parties’ accrued rights and
l!iabilities, for example, the Company’s entitlement to payment for work done.

16. Matters beyond the Company’s reasonable control
16.1 The Company is not liable for any breach of this Contract caused by matters
beyond its reasonable control including acts of God, fire, lightning, explosion, war,
disorder, flood, industrial disputes (whether or not involving the Company’s employees),
weather of exceptional severity, unavoidable hardware or software failures, or acts of
local or central government or other authorities.

17. Entire agreement
17.1 This Contract is the entire agreement between the parties on the subject matter
contained herein and supersedes all representations, communications and prior
agreements between the parties in that regard.
17.2 Each party acknowledges that it has entered into this Contract in reliance only on
the representations, warranties, promises and terms contained or expressly referred to
in this Contract and, save as expressly set out in these terms and conditions, neither
party shall have any liability in respect of any other representation, warranty or
p!romise unless it was made fraudulently.

18. Third party rights
18.1 Unless expressly provided in this Contract, no term of this Contract is enforceable
pursuant to the Contracts (Rights of Third Parties) Act 1999 by any person who is not a
party to it.

19 Service of notices
19.1 Any written notice required by this Contract should be sent to the address of the
i!ntended recipient shown above. Notices can be sent by hand, by post or by e-mail.

20. Governing law and jurisdiction 20.1 This Contract and any dispute or claim arising out of or in
connection with it or its subject matter shall be governed by and construed in accordance with Scots law
and each of the parties irrevocably submits to the non-exclusive jurisdiction of the courts of Scotland