Headline Terms of Business

Nature of Services

• Training (be it classroom-based or delivered remotely) is the continuing service provided by a consultant to the Client and need not be related to nor conditional on Client take-up of other services offered by BDLD. • Equally, this Agreement need not constitute the entirety of BDLD’s services to the Client.  Whether delivered by Trainers, BDLD’s Specialist Consultants, BDLD’s Agents, the Client may qualify for other services, subject to separate agreement. • The Client will receive a nominated contact who will be termed the Account Manager (“AM”).  Beyond the direct involvement of the AM with the Client, the AM will be responsible to the Client for the management of any broader relationship with BDLD. • If the AM identifies a particular need to introduce another consultant to the relationship, the Client’s prior permission will be sought. • BDLD reserves the right to change the AM at its discretion but would normally do so only at the request of the Client, or if the AM is ill.  

Duration, Payment, Termination and Amendment

• BDLD undertakes to provide the service stated in the agreed proposal. • If the agreement is for a fixed number of days (consulting agreement) the time agreed is for the sole use of the Client, and BDLD will report at regular, agreed intervals on the usage and application of that time. • The fee cannot be altered during the course of the Agreement unless it is superseded by a new Agreement. • For training delivery, programme cancellations by the client will not occur any costs if more than 4 weeks’ notice is given, 50% of costs if 8-28 days’ notice and 100% if less than 7 working days’ notice. • Where the planned delivery requires the purchasing of learner materials or software, and the cancellation occurs after these have been ordered, the Client shall be liable to pay these fees. • The Agreement cannot be changed or amended in any other way. • The Agreement will be terminated automatically if the Client goes into receivership, administration or liquidation. • All payment terms are 30 days. Any late payments will be subject to 1% per day penalty

Information, Confidentiality and Publicity

• BDLD shall observe the confidentiality of any information supplied to it by the Client, and not disclose it to any other person without prior written permission, both during the term of this Agreement and after its termination, unless it has become public knowledge or is already in the public domain. • No publicity shall be given to any matters relating to this Agreement, without the Client’s prior permission in writing. • If requested, the Client undertakes to reply to any surveys arranged by BDLD concerning the quality and impact of its services, and to do so as objectively as possible.  BDLD undertakes to keep confidential any such replies, and to publicise the Client’s opinions of its services only if prior permission has been given by the Client in writing.  

Liability

• The Client acknowledges that BDLD adviser services are by way of advice, assistance, guidance and support only, whether delivered directly or through its agents.  They do not constitute direction nor instruction to act: they are purely for consideration by the Client.  Related decisions and their consequences are the responsibility of the Client alone. • BDLD will make every effort to ensure reasonable standards of skills, integrity and reliability amongst its employees and agents, but neither BDLD nor its directors shall be liable to the Client for any loss or damage that the Client may suffer subsequent to the signing of this Agreement. • Neither party shall in any circumstances be liable to the other for any indirect or consequential loss from whatever cause, in particular: loss of anticipated profits, goodwill, reputation or losses or expenses resulting from third party claims.  

Copyright and Property Rights

• Unless agreed between both parties in writing, BDLD has absolute ownership of copyright and any other proprietary rights in all documents and information provided through the exercise of this Agreement. • BDLD retains all rights to processes and written material developed prior to, independently or subsequent to this Agreement.

Fees

• The client shall pay BDLD in consideration of their services an agreed fee per day, per half day or per learner. All fees stated shall be exclusive of VAT. • Fees are payable monthly in arrears for delivering training events. • BDLD shall render monthly invoices to the client in respect of fees referred to above and show VAT separately on such invoices.  The Client agrees to pay all invoices within 30 days. • BDLD shall be liable for all income tax liabilities and NI in respect of its fees. • All day rates quoted are exclusive of normal business expenses