Contract for Products and/or Services
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The Company will supply the Products/and or the Services to the Client at the Prices and upon the Terms and Conditions and Special Conditions set out in this Contract
Terms and Conditions:
1. SecuriCare’s obligations:
1.1 To provide the Products and/or the Services in accordance with this Contract
1.2 Delegation - Not to delegate any duties or obligations arising under this Contract otherwise than to properly qualified and approved personnel under the control of the Company
1.3 Intellectual Property - Not to cause or permit anything which may damage or endanger any intellectual property of the Client or the Client’s title to it or assist or allow others to do so
1.4 Indemnity - To indemnify and keep indemnified the Client from and against any direct loss damage or liability (but not any consequential loss) suffered by the Client resulting from a breach of this Contract by SecuriCare including:
1.5.1 - Any act neglect or default of the Company’s employees or agents
1.5.2 - Breaches in respect of any matter arising from the supply of the Products or Services resulting in any successful claim by any third party
1.6.1 - To maintain at its own cost a comprehensive policy of insurance to cover the liability of the Company in respect of any act or default for which it may become liable to indemnify the Client under the terms of this Contract
1.6.2 - To arrange that the minimum cover per claim of that policy is £[ ]
1.7 Notice - To comply with the terms of any Notice specifying a breach of the provisions of this Contract and requiring the breach to be remedied so far as it may be but nothing in this clause is intended to require the Client to serve notice of any breach before taking action in respect of it.
2. The Client’s obligations:
2.1 Payment - To pay the Prices and Expenses promptly in accordance with the Payment Terms and without demand deduction or set-off
2.2.1 Not at any time to divulge or allow to be divulged to any person any confidential information relating to the business or affairs of the Company
2.2.2 Not to permit any person who has obtained any knowledge of the Products or the Services by virtue of the supply thereof by the Company hereunder to use such knowledge other than for the internal purposes of the business of the Client
3 Cancellation - The Client may cancel this Contract at any time and shall then be liable to pay to The Company 100% of the cost of all Products purchased and if cancellation takes place less than 1 month before the Services are due to be provided hereunder 75% of the cost of all Services contracted to be provided
4.1 All sums payable under this Contract unless otherwise stated are exclusive of VAT and other duties or taxes
4.2 Any VAT or other duties or taxes payable in respect of such sums shall be payable in addition to such sums
5. Termination for breach - The following obligations are conditions of this Contract and any breach of them shall be deemed a fundamental breach which shall determine this Contract immediately and the rights and liabilities of the parties shall then be determined in accordance with clause 6:
Failure on the part of The Client to make punctual payment of all sums due to the Company under the terms of this Contract
5.2 Failure on the part of either party to observe any obligation under this Contract not requiring Notice to be served and in the case of obligations requiring Notice to be served failure to comply with the terms of any NoticeThe levying of any distress or execution against either party or the making by it of any composition or arrangement with creditors or liquidation (other than a members’ voluntary liquidation)
6. Termination consequences - In the event of this Contract being determined whether by Notice breach or otherwise:
6.1 The Client shall immediately pay to the Company all sums then due under this Contrac - Either party shall be entitled to exercise any one or more of the rights and remedies given to it under the terms of this Contract and the determination of this Contract shall not affect or prejudice such rights and remedies and each party shall be and remain liable to perform all outstanding liabilities under this Contract notwithstanding that the other may have exercised one or more of the rights and remedies against it
7.1 Warranty - Each of the parties warrants its power to enter into this Contract
7.2 Interest - All sums due from either of the parties to the other which are not paid on the due date (without prejudice to the rights of the Company under this Contract) shall bear interest from day to day at the annual rate of 4% over the base lending rate of Barclays Bank plc
7.3 Force Majeure - Both parties shall be released from their respective obligations in the event of national emergency war prohibitive governmental regulation or if any other cause beyond the reasonablecontrol of the parties or either of them renders the performance of this Contract impossible
7.4 Severance - If any provision of this Contract is declared by any judicial or other competent authority to be void voidable illegal or otherwise unenforceable the parties shall amend that provision in such reasonable manner as achieves the intention of the parties without illegality or at the discretion of the Company it may be severed from this Contract
7.5 Whole agreement - Each party acknowledges that this Contract contains the whole Contract between the parties and that it has not relied upon any oral or written representation made to it by the other or its employees or agents and has made its own independent investigations into all matters relevant to it
7.6 Supersedes prior agreements - This Contract supersedes any prior agreement between the parties whether written or oral and any such prior agreements are cancelled as at the Commencement Date but without prejudice to any rights which have already accrued to either of the parties
Any decision exercise of discretion judgment or opinion or approval of any matter mentioned in this Contract or arising from it shall be binding on a party only if in writing and shall be at its sole discretion unless otherwise expressly provided in this Contract
7.7 Notices - Any notice to be served on either of the parties by the other shall be sent by prepaid recorded delivery or registered post to the address of the relevant party shown at the head of this Contract or by facsimile transmission or by electronic mail or by telex and shall be deemed to have been received by the addressee within 48 hours of posting or 24 hours if sent by facsimile transmission or by electronic mail or by telex to the correct facsimile number or electronic mail number of the addressee (with correct answerback)
7.8 Proper law and jurisdiction - This Contract shall be construed in accordance with the laws of England and Wales and the parties hereto submit to the exclusive jurisdiction of the English Courts
Securicare Licensed Trainers
SECURICARE INTERNATIONAL LIMITED
a company limited by shares registered in England whose registered office is at Martin House, Barley Rise, Strensall, York, YO32 5AA (“Securicare”)
- Securicare provides high quality conflict management training and train the trainer courses
- The Client wishes to receive training from Securicare to enable him/her to deliver Securicare accredited training in conflict management as described in the Schedule and to be licensed to use Securicare materials for this purpose
NOW IT IS AGREED AS FOLLOWS
1. Train The Trainer Course
The Client shall receive, as Stage One, training from Securicare on the course as described in the Schedule (“the Train the Trainer Course”) and, if successful, shall, as Stage 2, following such training receive formal certification from Securicare that they are qualified to deliver Securicare accredited training using Securicare training materials to individuals and organisations in respect of the subject matter covered by the Train the Trainer Course and be granted the Licence referred to in clause 5 below.
2. Delivery, Dates And Location
Securicare shall deliver the Train the Trainer training to the Client (along with other Clients) at the Location and on the dates set out in the Schedule in consideration of payment by the Client of the Total Cost of the course.
3. Decision On Certification And Effect Thereof
3.1 Securicare’s decision as to whether the Client has completed the Train the Trainer Course successfully and achieved formal certification as referred to in clause 1 of this Agreement shall be final and no appeal shall be made by the Client if he/she is adjudged by Securicare as having failed to achieve the required standard of competence to deliver training in respect of the subject matter covered by the Train the Trainer Course.
3.2 In the event the Client is adjudged by Securicare to have attained the required competence to deliver training in respect of the subject matter covered by the Train the Trainer Course in addition to formal certification as referred to in clause 1 he/she shall be granted the Licence referred to in clause 5 below and shall be entitled to use Securicare accredited materials for this purpose.
4. Intellectual Property Of Securicare Materials
For the purpose of this Agreement Intellectual Property shall include trade names, logos, brands, trade marks, service marks, copyright, design rights, database rights, know how and all other intellectual property rights whether registered or not. All Intellectual Property rights in all materials used by or provided by Securicare in the Train the Trainer Course and for training to individuals or organisations by a successful Client (“Securicare Materials”) are the sole and exclusive property of Securicare and Securicare is the licensee of the registered trade mark “Securicare” (“the Mark”) in classes 9, 16, 35, 41 and 42 and has the right to licence the Client in accordance with this Agreement.
In consideration for the payment by the Client of the Total Cost of the Train the Trainer Course and subject to successful completion by the Client of the course Securicare grants the Client a non-exclusive licence (“the Licence”) for the period referred to in clause 7 to use the Intellectual Property rights in the promotion of and delivery of training by the Client to individuals and organisations in return for payment to the Client by such individuals or organisations (“the Authorised Use”) and for no other purpose, subject to the following conditions:
5.1 The rights of the Client to use the Intellectual Property granted under the Licence shall be personal to the Client and may only be exercised by the Client and no rights capable of assignment shall arise under it;
5.2 The Client shall only make use of the Intellectual Property for the Authorised Use and for no other purpose and, in particular, shall not use the Mark or any other trade marks, trade names, brands or logos of Securicare in any way which would tend to allow them to become generic, lose their distinctiveness, become liable to mislead the public, or be materially detrimental to or inconsistent with the good name, goodwill, reputation and image of Securicare
5.3 The Client shall not part with possession of Securicare Materials other than for the purposes of giving course materials to individuals and organisations for the purpose of the Authorised Use
5.4 The Client shall not:
- adopt or use any trade mark, symbol or device which includes or is confusingly similar to, or is a simulation or colourable imitation of, any of the Mark, or any other trade marks, trade names, brands or logos of Securicare or which unfairly competes with any of the foregoing;
- apply to register the Mark or any marks so nearly resembling it as to be likely to deceive or cause confusion in its own name in any part of the world;
- create derivative works based on Securicare Materials;
- make alterations or amendments to Securicare Materials.
5.5 This Agreement does not give the Client any right to use any of the Intellectual Property subject to the Licence unless and to the extent that such right is for the Authorised Use.
5.6 The Client shall notify Securicare immediately if the Client becomes aware of any unauthorised use of Securicare Materials by any third party and without prejudice to the foregoing the Client shall, at the request of Securicare, take all such steps as may be necessary from time to time to protect the Intellectual Property rights in Securicare Materials.
5.7 Securicare warrants that possession of the Securicare Materials or use of them in accordance with the Authorised Use by the Client will not infringe the Intellectual Property rights of any third party.
6. Period of Licence and Renewal Subject To Annual Refresher Course and Fee
6.1 Subject to payment by the Client of the Total Cost of the Train the Trainer Coursethe Licence described in clause 5 shall be granted for the period of 12 months from the date of successful completion by the Client of the course and shall be renewed each year on the anniversary thereof (“the Anniversary Date”) provided that the Client undertakes the required annual refresher training and pays the Refresher Fee applicable to Securicare.
6.2 The current Refresher Fee applicable for the Train the Trainer Course covered by this Agreement is set out in the Schedule. Securicare reserves the right to amend the Refresher Fee payable from time to time by notice to the Client.
6.3 The Client shall be responsible for agreeing with Securicare before each Anniversary Date the day(s) each year where he/she shall undergo the required annual refresher training which training shall take place at [please insert address]and the Refresher Fee shall be payable on or before each Anniversary Date.
6.4 Failure by the Client to pay the Refresher Fee in accordance with clause 6.1 above and/or to undertake the required annual refresher training in any year shall mean the Licence shall be terminated automatically and the provisions of clause 14 shall apply including, for the avoidance of doubt, the Client having no further right to keep or use any of the Intellectual Property or Securicare Materials or to hold himself/herself out as being a Securicare accredited trainer to individuals or organisations in respect of the subject matter covered by the Train the Trainer Course or any update thereof.
6.5 Securicare may monitor the performance of the Client in the delivery of training from time to time on reasonable notice to the Client. Following any such monitoring Securicare shall provide the Client with an assessment of performance. Should such assessment identify issues requiring improvement training Securicare and the Client shall agree an appropriate time and location for such training. Should the Client refuse or fail to agree an appropriate date with Securicare for such performance training within 30 working days of the assessment Securicare may by notice and without liability to the Client terminate the Licence with immediate effect in which event the provisions of clauses 6.4 and 14 shall apply.
7. Use of Up To Date Materials
In providing training as a trainer following successful completion of the Train the Trainer Course the Client shall be required at all times to use only the most up to date materials supplied by Securicare. Failure to do so may cause the Licence to be invalidated and Securicare accepts no liability for any damage or losses suffered or for claims arising by any party as a result of use by the Client of out of date materials in the delivery of training.
8.1 Whilst Securicare uses all reasonable steps to provide training and materials suitable for the Train the Trainer Course and to enable the Client following successful completion of the course to provide suitable training to individuals and organisations on the subject matter covered by the Train the Trainer Course the following provisions set out the entire liability of Securicare (including any liability for the acts or omissions of its employees, agents and sub-contractors in respect of (a) any breach of this Agreement (including, for the avoidance of doubt, the Licence) and (b) any representation, statement or tortuous act or omission including negligence arising under or in connection with this Agreement (including, for the avoidance of doubt, the Licence).
8.2 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from this Agreement (including, for the avoidance of doubt, the Licence) except where expressly accepted and referred to herein.
8.3 Nothing in this Agreement (including, for the avoidance of doubt, the Licence) excludes or limits the liability of Securicare for death or personal injury caused by the negligence of Securicare or for fraudulent misrepresentation provided that Securicare shall not have any liability for death or personal injury arising other than as a result of the negligence of Securicare.
8.4 Securicare accepts no liability for any acts or omissions of the Client in the delivery by the Client of training to third parties. The Client is responsible for obtaining suitable professional indemnity and public liability insurance in respect of the provision of training by him/her except where the Client provides training to individuals or organisations on behalf of Securicare as referred to in clause 11 of this Agreement in which event such training will be subject to the insurance cover maintained by Securicare.
THE CLIENT’S ATTENTION IS IN PARTICULAR DRAWN TO THE FOLLOWING PROVISIONS:
8.5 Subject to clauses 8.2 and 8.3:
8.5.1 Securicare shall not be liable to the Client for loss of profit, data (including corruption of data), anticipated savings or benefit, goodwill, revenue or business opportunity or any type of indirect or consequential loss or damage, costs, expenses or other claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with this Agreement (including, for the avoidance of doubt, the Licence); and
8.5.2 Securicare’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise, arising in connection with the performance or contemplated performance of this Agreement (including, for the avoidance of doubt, the Licence) shall be limited to the amount of the Total Cost of the Train the Trainer Course and any Refresher Fee payable by the Client to Securicare.
8.6 Should any limitation of liability or provision contained in this Clause 8 be held to be invalid under any applicable statute or rule of law it shall, to that extent, be deemed omitted, but if Securicare thereby becomes liable for loss or damage which would otherwise have been excluded or limited, as the case may be, such liability should be subject to the other applicable limitations and provisions set out in this Clause 8.
All prices and costs referred to in the Schedule are exclusive of VAT which shall be added at the appropriate prevailing rate.
10. Payment - Payment of all prices and costs referred to in the Schedule shall be made by the Client to the Trainer in advance of receipt of the applicable training or refresher training. Failure by the Client to make such payment in accordance with the foregoing sentence shall entitle Securicare to cancel without prior notice the training or refresher training even if a date or dates has or have been agreed for its provision.
10.1 Possible Training of Securicare Customers by the Client On Behalf Of Securicare - Following successful completion by the Client of the Train the Trainer Course Securicare may, but shall not be obliged to, appoint the Client to deliver, by way of a contract for services and not by way of a contract of employment, Securicare courses to individuals and organisations with whom Securicare has entered into a contract to provide training. In the event of any such appointment it will be subject to the provisions of Securicare’s standard trainer agreement and payment of the standard trainer fee applicable for the delivery of such training.
12.1 The Client agrees to treat as secret and confidential and, subject to clause 12.2, not to disclose to any third party or otherwise make use of any confidential information relating to the business or affairs of Securicare International Limited except to the extent necessary for performance of this Agreement.
12.2 The terms of clause 12.1 shall not apply to information that was already in the public domain at the time it was disclosed to the Client or had entered into the public domain after disclosure to the Client but otherwise than as a result of a breach of this Agreement.
12.3 Non Solicitation During continuance of this Agreement and the Licence and for a period of 12 months after termination of this Agreement (including for the avoidance of doubt and, in particular in respect of this clause 13, for calculation of the non solicitation period, the Licence) the Client shall not canvass, solicit or approach or cause to be canvassed, solicited or approached on his/her own behalf or on behalf of a third party any customer or prospective customer of Securicare as listed in the Annex to this Agreement or any update thereof (whether supplied formally in writing to the Client or becoming known to the Client or where the Client should reasonably have known the customer was a customer or prospective customer of the Client) with a view to persuading such customer to obtain from the Client, or any third party, requirements for training courses similar to any training courses forming part of the training course portfolio of Securicare.
13.1 Either party may terminate this Agreement (including, for the avoidance of doubt, the Licence) by written notice with immediate effect if:
13.2 The other party does or permits to be done anything which is indicative of its or his or her insolvency; or
13.3 The other party commits a material breach of a term of this Agreement (including, for the avoidance of doubt, the Licence).
14.4 Termination of this Agreement (including, for the avoidance of doubt, the Licence) for any reason shall be without prejudice to the rights and remedies of either party which may have accrued up to termination.
14.5 Following termination, for whatever reason:
14.5.1 In all circumstances the Client shall cease to use and shall destroy all Securicare Materials in his or her possession and the provisions of clauses 4, 5, 8 and 12 shall continue; and
14.5.2 On termination of the Licence the Client shall have no further right to keep or use any of the Intellectual Property or Securicare Materials and shall cease to hold himself/herself out as being a Securicare accredited trainer to individuals or organisations in respect of the subject matter covered by the Train the Trainer Course or any update thereof
15.1 Subject to clause 15.3, any notice required or permitted to be given by either party to the other under this Agreement (including, for the avoidance of doubt, the Licence) shall be in writing. Any such notice shall be served by sending it to that other party by hand, pre-paid first class post to the address or number stated at the head of this Agreement or by electronic mail or fax to the email address and fax number provided by each party to the other for this purpose or such other address or number as may at the relevant time be notified pursuant to this provision to the party giving notice. Each party authorises the other party to act on any such notice received by the other party by electronic mail and which purports to be from the first party.
15.2 Notices delivered by hand shall be deemed to have been given at the time of delivery; notices sent by pre-paid first class post shall be deemed to have been given two working days after posting; notices given by electronic mail will be effective only when a delivery receipt is received by the sender confirming that the e-mail has been read by the recipient and the parties agree that electronic communications will be made in such manner as to enable the sender to receive such delivery receipt; notices given by facsimile transmission shall be deemed to have been given on the date of transmission provided that the date of transmission is a working day and a confirming copy is sent to the other party by pre-paid first class post within 24 hours after transmission.
15.3 No notice of termination may be served by electronic mail or other electronic means.
16.1 This Agreement (including for the avoidance of doubt the Licence, the Schedule and the Annex)) constitutes the entire Agreement and understanding of the parties relating to the subject matter of this Agreement and supersedes any previous Agreement between the parties relating to such subject matter.
16.2 Securicare shall be entitled to assign its rights and assign, sub-contract or delegate any or all of its obligations under this Agreement (including, for the avoidance of doubt, the Licence). This Agreement (including, for the avoidance of doubt, the Licence) is personal to the Client. The Trainer shall not assign his or her rights hereunder or purport to do the same, nor assign, sub-contract nor delegate any or all of its obligations under this Agreement.
16.3 If any provision of this Agreement (including, for the avoidance of doubt, the Licence) is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of this Agreement and the remainder of such provision shall continue in full force and effect.
16.4 Failure or delay by Securicare in enforcing or partially enforcing any provision of this Agreement will not be construed as a waiver of any of its rights under this Agreement.
16.5 Any waiver by Securicare of any breach of, or any default under, any provision of this Agreement (including, for the avoidance of doubt, the Licence) by the Client will not be deemed a waiver of any subsequent breach or default and will not in any way affect the other terms of this Agreement.
16.6 No term of this Agreement (including, for the avoidance of doubt, the Licence)shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by a third party except that a person who is the permitted successor to or assignee of the rights of a party is deemed to be a party to this Agreement.
16.7 Any reference to Agreement” shall include the Recitals, Schedule, Annex and, where granted by Securicare to the Client in accordance with clause 5, the Licence.
16.8 In this Agreement (except where the context otherwise requires):
16.8.1 The clause headings are included for convenience only and shall not affect the interpretation of this Agreement;
16.8.2 Use of the singular includes the plural and vice versa; and
16.8.3 Any phrase introduced by the terms "including", "include", "in particular" or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
16.8.4 The formation, existence, construction, performance, validity and all aspects of this Agreement shall be governed by English law and the parties submit to the jurisdiction of the English courts.