ACORN HEALTH & SAFETY LTD

1. INTERPRETATION

The following definitions and rules of interpretation apply in these Conditions.

Applicable Data Protection Laws: all applicable data protection and privacy legislation in force from time to time in the UK including without limitation the UK GDPR; the Data Protection Act 2018 (and regulations made thereunder); and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.

Booking Form: an electronic or digital form / e-mail confirmation form to be completed by the customer confirming a course booking, consultancy activity, fire risk assessment or other service  offered by the Supplier.

Cancellation Charges: the cancellation charge to be paid by the Customer to the Supplier in accordance with clause 6.

Certificate: any certificate to be awarded in connection with the Supply of Services.

Charges: the charges payable by the Customer to the Supplier for the supply of the Services in accordance with clause 5.

Conditions: these terms and conditions as amended from time to time.

Contract: the contract between the Supplier and the Customer for the supply of Services in accordance with these Conditions.

Courses: both the In House Course and the Open Course, and any e-learning offered by the Supplier.

Course End Date: the date in which the relevant course concludes.

Course Materials: the materials to be provided as part of the provision of Services by the Supplier.

Course Date: the date on which the Courses will be delivered.

Course Materials: all documents and information provided in relation to the delivery of the Courses.

Customer: the company receiving the Services from the Supplier.

Customer Personal Data: any personal data which the Supplier processes in connection with this Contract, in the capacity of a processor on behalf of the Customer (the terms “personal data”, “processes” and “processor” having the respective meanings given in the UK GDPR).

Delegates: those persons attending a Course.

Delegate Fees: the amount to be paid for the provision of the Services per delegate.

Enquiry Form: the form to be completed by a Customer to request further information about the Services.

Force Majeure Event: any event outside a party’s reasonable control including but not limited to acts of god, war, flood, fire, labour disputes, strikes, lock-outs, riots, civil commotion, malicious damage, explosion, terrorism, governmental actions and any other similar events.

In House Courses: the provision of bespoke health and safety courses to a specific Customer delivered at their office or chosen Venue.

Open Courses: the provision of health and safety courses, which are available to any Customer delivered at the Warmley training centre on Tower Lane, Warmley, Bristol, BS30 8XT, or at any other Venue chosen by the Supplier.

Consultancy Services: the provision of specialist health and safety consultancy/advice provided by the Supplier including but not limited to assisting the Customer with the preparation of forms, templates, policies, assessments, audits, reviews and providing specialist services as and when required

Hassle Free: the provision of an annual retained consultancy service where the supplier provides access to competent health and safety advice, a written health and safety policy, and a suite of forms, templates, and checklists relevant to the customers undertaking.  The customer may refer to the supplier as their competent advisors for the purpose of tenders, in policies, SSIP scheme applications and similar. Access to advice may be provided in person, by telephone and e-mail.

Intellectual Property Rights: patents, rights to inventions, copyright and related rights, moral rights, trade marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Fire Risk Assessment: the provision of a written fire risk assessment including photographs, general observations, and advised actions following a period of consultancy.  Consultancy includes a review of relevant documentation (to be provided by the customer), and a site / premises visit.

Order: the Customer’s order for Services as set out in the Customer’s Booking Form.

Payments: the amount to be paid by the Customer to the Supplier under the contract including but not limited to the course fees.

Portal: A digital platform used by both the customer and supplier to book, administrate, record, handle and store documentation relating to the services provided by the supplier and used by the customer

Services: the services to be provided by the Supplier to the Customer, including but not limited to the delivery of Open Courses, In House Courses, e-learning, health and safety consultancy, fire risk assessments, audit and review, and event consultancy services.

Supplier: Acorn Health & Safety Limited.

Trainer: the individual carrying out the Services on behalf of the Supplier.

Training: a period of learning in which a Delegate participates and provided face to face, on-line, or as e-learning

UK GDPR: has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.

Venue: the place at which the Services will be provided.

We/Us/Our: Acorn Health & Safety Limited and will include its employees, and/or duly authorised representatives.

Working Days: a day other than a Saturday, a Sunday or a bank or public holiday in England between the hours of 9.00am to 5.00pm.

You: the Customer.

2. Basis of contract

• The Order constitutes an offer by the Customer to purchase Services in accordance with these Conditions.
• The Order shall only be deemed to be accepted when the Supplier issues written acceptance of the Order at which point, and on which date the Contract shall come into existence (Commencement Date).
• These conditions shall apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

 3. Supplier’s obligations

• The Supplier shall:
• use reasonable endeavours to provide the Services at the Venue on the Course Date;
• exercise reasonable skill and care in providing the Services;
• deliver the Services in English;
• provide a Certificate for a Delegate who attends an accredited Course only where that Delegate passes the relevant tests. The Suppler shall provide a Certificate of attendance valid for a period of 1-5 years (dependent on course type) for all Delegates who attend non-accredited Courses where they have signed the attendance register provided. Providing that all Payments have been made in full, the Supplier shall provide Certificates to the person booking the course and /or Delegates as follows:
• within eight (8) weeks from the Course End Date in relation to externally accredited training courses (such as those courses accredited through the Institute of Occupational Safety and Health (IOSH), Qualsafe Awards (QA) and others.
• within four (4) weeks from the Course Date in relation to all other Services;
• The Supplier retains the right to use third parties in the provision of the Services at their discretion.

3.3       The Supplier will apply a charge for any replacement Certificate as per clause 4.6.

3.4       For special dietary requirements on relevant Courses, the Supplier will cater for any special dietary requirements (vegetarian, gluten free etc.) if notified in writing at least one (1) Working Week before the Course Date. If the Supplier does not receive notification, it will be assumed that Delegates do not have any special dietary requirements. The Supplier cannot guarantee that the food provided is suitable for all allergy sufferers and therefore cannot take responsibility for food that may affect allergy sufferers. All food may contain nuts.

4. Customer’s obligations

• The Customer shall ensure that:
• where it is arranging the Venue, it sources a Venue suitable for the provision of the Services. If the Trainer deems that the Venue is not suitable, the Supplier reserves the right to cancel the Course which will be charged in full;
• the necessary Public Liability insurance is in place to a minimum of £10,000,000 and other statutory requirements (such as risk assessment, fire risk assessment, servicing and maintenance contracts etc) in place and valid, where they have arranged a Venue.; and
• the agreed Delegates attend at the Venue on the Course Date in good time to receive the Services. Late arrival or absence for any prolonged duration may result in the Delegate being refused entry on the Course. This will be at the discretion of the Trainer.
• The Customer shall ensure that the Delegates:
• are sufficiently competent to receive the Services;
• are able to understand spoken and written English in order to understand a course, as well as the safety instructions on equipment (not just during training but in a work environment). The Supplier can accept an interpreter with prior notice. If a Delegate does not meet this requirement, the Supplier reserves the right to refuse to provide the Services to the Delegate and charge in full;
• attend on the Course Date with appropriate clothing (including personal protective equipment (PPE) and in particular such type of clothing as the Supplier may recommend for the Course in the course booking/joining instructions;
• are physically fit to receive the Services obtaining advice from a General Practitioner where relevant. The Supplier must be informed of any medical condition that may affect the Delegates or others (e.g. epilepsy, diabetes), or if any of the Delegates are pregnant or under the age of 18 The Supplier will keep such information confidential. In addition, for Courses which involve physical activity, it is the responsibility of each Delegate to take appropriate medical advice to ensure that they are fit to take part;
• do not damage or remove from the Venue any equipment used in the provision of the services;
• are not under the influence of any alcohol, prescription drugs or illegal substances;
• only use the Services to meet their own personal training needs;
• do not disclose answers to any form of assessment whether electronic or written to anyone else, including those forming part of course joining instructions, summative assessments, or written assignments
• do not permit anyone else to answer questions in any Course Materials in their name; and
• do not behave in an inappropriate manner.
• The Customer shall:

4.3.1  withdraw any Delegate from attendance at the Venue upon the Supplier’s reasonable request including but not limited to the Supplier’s suspicion that any Delegate is under the influence of alcohol, prescription drugs or an illegal substance;

4.3.2 pay the Payments on the due dates;

4.3.3 pay the Cancellation Charges where applicable;

4.3.4 check the suitability of the Services for their specific needs prior to completing and returning the confirmation. The Supplier cannot be held responsible if a Customer books a Course that is inappropriate for their requirements. It is the responsibility of the Customer to read and understand the course content before confirming the booking; and

4.3.5 ensure that each Delegate writes their name clearly and legibly on the register. Whilst the Supplier strives to check the spelling of illegible applications, they cannot be held responsible if certification is incorrect, and any replacement certificates will be chargeable as per clause 4.6.

4.4       If the number of Delegates that attend a course is greater than expected, the Supplier has the right to refuse entry of the additional Delegates. If the number of Delegates that attend the course is lower than the amount expected, full payment will be required for the amount of Delegates that should have attended.

4.5       The Supplier will only accept promotional offers mentioned at the time of booking, and no further discounts can be applied after the Booking Form has been signed.

4.6       The Supplier reserves the right not to send out any Certificates until full payment for the course has been made. The cost for replacement Certificates stands at £3.50 + VAT for the Supplier’s Courses and for external accredited courses prices vary dependent on course type.

• 5. Charges and Payment terms

5.1       The Customer shall make all Payments to the Supplier in accordance with this clause. All Payments are, unless otherwise stated, exclusive of any applicable VAT.

5.2.      For all Open Courses, payment is required  prior to the Open Course taking place.

5.3       For all Consultancy or In house Courses, payment shall be made within 28 days of the date of the invoice.

5.4       For Hassle Free retained service, payment shall be made in line with the Customer’s payment option selected.

5.5       The Customer shall pay all sums due to the Supplier under this Contract without any set-off, deduction, counterclaim and/or any other withholding of monies.

5.6       Time for payment under a Contract shall be of the essence. Payment shall not be deemed to be made until the Supplier has received either cash or cleared funds in respect of the full amount outstanding.

5.7       Without prejudice to any of the Supplier’s other rights, if the Customer fails to make any payment in full on the due date the Supplier may charge interest on the amount unpaid whether before or after judgment. Interest under this Clause 5.7 will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.

5.8       If a cheque is refused the Supplier reserves the right to make a £25 + VAT charge to cover its bank charges and administration costs.

5.9       The Supplier reserves the right to withhold an assessment, report, consultancy document, certificate or any other documents relevant to the provision of Services until payment due from the Customer has been made in full.

• 6. Cancellation and transfer charges

6.1       The Supplier reserves the right to cancel or alter the Course Dates or the provision of Services, the Venue and the individual or organisation providing the Service at any time and for any reason without liability to the Customer. Every effort will be made to give the Customer as much notice as possible and offer a reasonable alternative. If this is not satisfactory, in the event that payment has already been received, the Supplier will refund in full the price of the Course to the Customer, and no further compensation will be given.

6.2       Where the Customer cancels any services (with the exception of Hassle Free) or the Delegates fail to attend at the Course Date to receive the Services, the following charges will be paid by you to the Supplier:

6.2.1 free of charge for all changes made no later than 28 Days before the Course Date;

6.2.2 fifty per cent (50%) of the Payment where cancellation is made between fifteen (15) and twenty-seven (27) Days before the Course Date;

6.2.3 one hundred per cent (100%) of the Payment where cancellation is made within fourteen (14) Days before the Course Date.

6.3       Where the Customer wishes to cancel its Hassle-Free contract, the Customer must give the Supplier not less than 28 Days’ written notice expiring no earlier than the first anniversary of the Commencement Date.

6.4        Any cancellation or changes required prior to any Courses must be made in writing to the Supplier at [email protected].

• 7. Intellectual Property Rights

7.1       All Intellectual Property Rights in the Course Materials and those in or arising out of or in connection with the Services shall be owned by the Supplier.

7.2        The Supplier grants the Customer a fully paid-up, worldwide, non-exclusive, royalty-free licence during the term of the Contract to use the Course Materials in connection with the provision of the Services only. This licence is a personal, non-transferrable licence and unless we agree otherwise in writing you must not make copies available to anyone else (in whole or in part).

7.3       The Course Materials are not intended to constitute advice in any specific situation and may not constitute a definitive or complete statement of the relevant subject-matter. The Supplier gives no other warranty or assurance about the Services or the Course Materials.

• 8. Data protection

8.1       For the purposes of this clause 8 the terms Commissioner, controller, data subject, personal data, personal data breach, processor and processing, shall each have the meaning given to them in the UK GDPR.

8.2       Both parties will comply with all applicable requirements of the Applicable Data Protection Laws. This clause 8 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Applicable Data Protection Laws.

8.3       The parties each consider that, for the purposes of Applicable Data Protection Laws the Supplier processes the personal data set out in paragraph 1 of the Annex as processor on behalf of the Customer.

8.4       In relation to the Customer Personal Data, the Annex sets out the scope, nature and purpose of processing by the Supplier, the duration of the processing and the types of personal data and categories of data subject.

8.5       Without prejudice to clause 8.2, the Supplier shall, in relation to the Customer Personal Data:

8.5.1  process that Customer Personal Data only on the documented instructions of the Customer (which shall include the terms of the Contract), unless the Supplier is required by applicable laws to otherwise process that Customer Personal Data. Where the Supplier is relying on applicable laws as the basis for processing Customer Personal Data, the Supplier shall promptly notify the Customer of this before performing the processing required by the applicable laws unless those applicable laws prohibit the Supplier from so notifying the Customer on important grounds of public interest. The Supplier shall promptly inform the Customer if, in the opinion of the Supplier, the instructions of the Customer infringe Applicable Data Protection Laws;

8.5.2  implement appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Customer Personal Data and against its accidental loss, damage or destruction;

8.5.3  ensure, and procure that that all Personnel who have access to and/or process personal data are obliged to keep the personal data confidential;

8.5.4  promptly assist the Customer in responding to any request from a data subject and in ensuring compliance with the Customer’s obligations under Applicable Data Protection Laws with respect to security, breach notifications, impact assessments and consultations with the Commissioner or other regulators and, in particular, the Supplier shall promptly notify the Customer if it receives any complaint, notice or communication (whether from the Commissioner, any data subject, supervisory authority or other third party) which relates to processing of Customer Personal Data;

8.5.5  notify the Customer without undue delay after becoming aware of a personal data breach relating to Customer Personal Data;

8.5.6  at the written direction of the Customer, delete or return to the Customer all Customer Personal Data on termination or expiry of the Contract, unless the Supplier is required by applicable law to continue to process that Customer Personal Data; and

8.5.7  maintain adequate records, and, on the Customer’s request, make available such information as the Customer may reasonably request to demonstrate its compliance with Applicable Data Protection Laws and these Conditions.

8.6       The Supplier shall not (other than for approved sub-processing as specified in the Annex) appoint or replace any processor in relation to Customer Personal Data or transfer any Customer Personal Data to the same, without first notifying the Customer and giving the Customer an opportunity to object.

8.7       The Supplier shall not carry out any processing of Customer Personal Data, or transfer any Customer Personal Data, outside of the UK, including processing Customer Personal Data on equipment situated outside of the UK unless the transferor ensures that (i) the transfer is to a country approved under the Applicable Data Protection Laws as providing adequate protection; or (ii) there are appropriate safeguards or binding corporate rules in place pursuant to the Applicable Data Protection Laws; or (iii) the transferor otherwise complies with its obligations under the Applicable Data Protection Laws by providing an adequate level of protection to any personal data that is transferred; or (iv) one of the derogations for specific situations in the Applicable Data Protection Laws applies to the transfer.

8.9       We may contact you (and your representatives) for marketing purposes (by post, Telephone, email) and may send you (and your representatives) information about our products and services which we consider may be of interest to you (unless you have specifically requested that we or another relevant person does not do so). Our Privacy Policy set out at https://acornsafety.co.uk/about-us/privacy-policy/ and any Data Collection Notice shall apply to our processing of your personal data for marketing purposes.  You may opt out of our marketing by notifying us at any time.

• 9. Confidentiality

9.1       For the purpose of this clause 9, Confidential Information shall mean any and all information and data in whatever form and on whatever media (whether written, oral, visual, electronic, magnetic or other media) disclosed by a party to the other party, including but not limited to:

9.1.1 commercial, financial, business, customer, supplier, marketing or technical or other information, or designs formulae, ideas, strategies, know-how, trade secrets and other information of the disclosing party.

9.1.2 any other information which at the time of disclosure in the case of written information is or was clearly marked as such or is or was to be regarded as confidential or proprietary having regard to the nature of the information and the circumstances of the disclosure;

9.1.3  any information the Receiving Party knows, or could reasonably be expected to know, is confidential;

9.2       The Supplier and the Customer will each keep in confidence any Confidential Information of the other, obtained under or in connection with the Contract except to the extent any disclosure is required by law or expressly agreed. The Supplier and the Customer each agree not to, without the consent of the other, disclose such Confidential Information of the other to any person other than their employees, contractors, suppliers or professional advisers who shall require the information in order for the relevant party to fulfil its obligations under or in relation to the contract.

9.3       Information shall not be treated as confidential if it is:

9.3.1 lawfully in the public domain;

9.3.2   lawfully in the possession of a party before disclosure to it has taken place;

9.3.3 obtained from a third person who is entitled to disclose it; or

9.3.4  replicated independently by someone without access or knowledge of the information.

• 10. Limitation of liability

10.1     All warranties, representations, terms, conditions and duties implied by law relating to fitness, quality and/or adequacy are excluded to the fullest extent permitted by law.

10.2      The Supplier has obtained professional indemnity insurance with a level of cover up to £5,000,000 and public and employers’ liability insurance with a level of cover up to £10,000,000, in respect of its own legal liability for individual claims. The limits and exclusions in this clause reflect the insurance cover the Supplier has been able to arrange and the Customer is responsible for making its own arrangements for the insurance of any excess loss.

10.3      Nothing in this clause 10 shall limit the Customer’s payment obligations under the Contract.

10.4     If the Supplier is found to be liable in respect of any loss or damage incurred by the Customer, the extent of the Supplier’s liability will be limited to the amount of the Payments made by the Customer under the Contract.

10.5     The Supplier shall have no Liability to the Customer to the extent that the Customer is covered by any policy of insurance for any excess loss and the Customer shall ensure that its insurers waive any and all rights of subrogation they may have against the Supplier.

10.6     The Supplier shall have no Liability to the Customer for any:

10.6.1   loss of revenue;

10.6.2   loss of profit;

10.6.3   loss of anticipated saving;

10.6.4   loss of goodwill;

10.6.5   loss of reputation;

10.6.6   economic and/or other similar losses;

10.6.7   special damages, indirect losses and/or consequential losses; and/or

10.6.8   business interruption, loss of business, contracts and/or opportunity.

10.7     Each of the limitations and/or exclusions in this Contract shall be deemed to be repeated and apply as a separate provision for each of:

10.7.1    liability for breach of contract; and

10.7.2    liability in tort (including negligence);

10.8     Nothing in this Contract shall exclude or limit the Supplier’s liability for death or personal injury due to negligence nor exclude or limit any other type of liability which it is not permitted to exclude or limit as a matter of law.

• 11. Termination

11.1     Without affecting any other right or remedy available to it, either party may terminate the Contract by giving the other party 28 Days’ written notice.

11.2      Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:

11.2.1 the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing to do so;

11.2.2 the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, 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 its assets or ceasing to carry on business;

11.2.3 the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or

11.2.4 the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.

11.3     Without affecting any other right or remedy available to it, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if:

• the Customer fails to pay any amount due under the Contract on the due date for payment; or
• there is a change of control of the Customer.

 

• 12. Consequences of Termination

12.1      On termination of the Contract, the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt;

12.2     Termination of the Contract shall not affect any rights, remedies, obligations, or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.

• 13. General

13.1     The Customer shall be liable for the acts and/or omissions of its employees, agents, servants and/or subcontractors as though they were their own acts and/or omissions under this contract.

13.2     The Customer shall be responsible for compliance with all relevant legislation and regulations issued by Government or local authorities, including (but not limited to) regulations under the Factories Acts, Health and Safety at Work Act.

13.3     The Customer agrees to indemnify and keep the Supplier indemnified against any liability suffered by the Supplier and arising from or due to the Customer’s breach of contract, tort (including negligence) and/or any breach of statutory duty and/or any claim from a third party for injury to person or property arising from the Customer’s use of the Services.

13.4     No waiver by the Supplier of any breach of this Contract shall be considered as a waiver of any subsequent breach of the same provision or any other provision.

13.5     If any provision of the Contract is held by any competent authority to be unenforceable, in whole or in part, the validity of the other provisions of this Contract and the remainder of the affected provision shall be unaffected and shall remain in full force and effect.

13.6     The Supplier shall have no Liability to the Customer for any delay and/or non-performance of a Contract to the extent that such delay is due to a Force Majeure Event. If the period of delay or non-performance continues for 90 days, the party not affected may terminate this agreement by giving not less than 30 days’ written notice to the affected party.

13.7     These Conditions supersede and replace all prior conditions. They shall be governed and constructed in accordance with English law and the parties submit to the exclusive jurisdiction of the English courts.  In the event that one of more clauses of these terms and conditions become invalid, illegal or unenforceable, the enforceability of the remaining provisions shall not be affected.

13.8     The Customer shall indemnify the Supplier for any losses incurred as a result of providing inaccurate information to the Supplier, mistakes contained within the Customer’s order, changes to the contract requested by the Customer, the cancellation of the Contract by the Customer or breach of the contract by the Customer (subject to the Supplier using all reasonable endeavours to minimise such loss).

13.9     The Customer shall not, and shall procure that its directors, employees, agents, representatives, contractors or subcontractors shall not engage in any activity, practice or conduct which would constitute an offence under the Bribery Act. The Customer shall have in place adequate procedures designed to prevent any person working for or engaged by the Customer or any other third party in any way connected to the Contract, from committing offences of corruption or bribery. Breach of this clause 13.9 shall entitle the Supplier to terminate the Contract with immediate effect.

DATA PROCESSING ANNEX (for the purposes of clause 8)

Subject matter of processing: Acorn Health & Safety training courses for Delegates of the Customer

Duration of Processing: The term of the Contract

Nature of Processing: Using the personal data of relevant personnel at the Customer’s business to arrange for training courses to be conducted for Delegates; using the personal data of Delegates in and for the purposes of the training courses

Business Purposes: Processing for the purposes of arranging and conducting health and safety training courses

Personal Data Categories: Names, phone numbers, email addresses (including both work and personal email addresses), dates of birth, job titles, training history, photographic ID, and home addresses.

Data Subject Types: Employees of Customers