Terms and conditions
Version 1.3 (1.8.20)
Foursquare Group/we/us/ours/Service Provider means Foursquare Group Ltd, any employee or sub-contractors working under our instruction.
The Client/you/yours means the business receiving the Services from Foursquare Group Ltd
Services means the products or services provided by Foursquare Group to the Client
Suggested price means the price outlined by Foursquare Group at the time of booking
Contract means the whole agreement between comprising these Terms and Conditions and the Electronic Order Forms
Electronic Order Forms means online form sent to the Client by Foursquare Group
Intellectual property means all and any rights and interests in registered or unregistered trademarks, patents, designs, copyright, inventions, applications, know-how, formulae, processes, software programmes or other intellectual property (in whatsoever form including written or digital form);
Site means any property owned or controlled by the Client where Services are to be performed; and
2.1 The contract between Foursquare Group Ltd (us) and the Client (you) consists of the clauses in these terms and, any written correspondence by email and electronic order forms.
2.2 We shall carry out the Services in accordance with the contract.
2.3 In consideration of us performing the services, you shall pay us in accordance with Clause 7.
2.4 Whenever you require any new or additional services, you will comply with the procedure in Clause 5.
2.5 These Terms and Conditions shall commence on the date the Service is ordered by email. Unless terminated under clause 2.6, they will continue the duration of all Services provided.
2.6 Any Service, agreed to by the client may be terminated with 30 days notice by either party.
2.7 The Contract constitutes the entire agreement between the parties in respect of its subject matter and supersedes all previous agreements, understandings and negotiations between them.
3. Our obligations
3.1 We will carry out the Services to your reasonable satisfaction
3.2 We shall comply with all reasonable directions given by you or your duly authorised representative.
3.3 We shall throughout the performance of the Services have full regard for the safety of all persons lawfully on the Site.
3.4 We shall take appropriate steps to ensure that the goods, equipment, consumables and materials used by us or any sub-contractor in connection with the provision of the Services are:
3.4.1 maintained in a safe, serviceable and clean condition in accordance with Good Industry Practice; and
3.42 in compliance with any relevant rules, regulations, codes of practice and/or British or European Standards.
3.5 We shall take reasonable steps to ensure that personnel engaged by us on the Services are suitably qualified, experienced and competent to perform the tasks entrusted to them.
3.6 We shall take reasonable steps to ensure that our employees and sub-contractors comply with all legislation, regulations and directives relating to health and safety, welfare, pollution and noise (including health and safety policies and procedures which have been prepared by or on your behalf and made available to us).
4. Your obligations
4.1 You shall give us and all personnel engaged by us, access to each Site in order to enable the Services to be performed in accordance with the Contract.
4.2 You acknowledge that you have primary responsibility for the conduct of all persons and other occupiers at each Site and will ensure that we have:
4.2.1 uninterrupted access so far as practicable for the performance of the Services,
4.2.2 secure arrangements for storing equipment and materials if necessary and
4.2.3 access to an on-site manager to deal with any problems that might arise.
4.3 You shall provide us in good time with all information reasonably required by us to enable us to perform our duties including, but not limited to, copies of any rules, regulations and codes of conduct applying at each Site. Further, you shall immediately notify us of any event or circumstances which may delay or disrupt any of the Services.
5. Service ordering
5.1 When you require any new Services you shall notify the us in writing by email along with any purchase orders you wish to use.
5.2 Within two working days of receipt, we shall reply with all necessary details to perform the Service including a link to an electronic order form
5.3 If we are unwilling or unable to provide the Services requested, we shall inform you as soon as possible and in any event within three working days of its receipt.
6. Changing services
6.1 If you wish to alter, add or reduce any of the Services you will give notice to that effect to us in writing by email.
6.2 We shall, within five 5 working days of receiving the notice, provide you with an email confirming the changes to the Contract.
6.3 Any reduction in the scope of Services after commencement will entitle us to recover any reasonable costs and expenses (including but not limited to redundancy payments and cancellation fees) that we incur as a consequence of the reduction.
6.4 The costs and fees identified in Clause 6.3 in both scope and value are totally at The Service Provider’s discretion.
7.1 We reserve the right, at all times, to decide the payment terms of all Services delivered
7.2 Unless otherwise stated, payment terms will follow our Trust-Based pricing model as follows:.
7.2.1 Services are ordered by the Client via electronic order form
7.2.2 Services are delivered by us
7.2.3 On the last day of each calendar month, we will send an invoice outlining the Services delivered in that calendar month and their associated Suggested Prices.
7.2.4 Within 7 days, you shall inform us of any prices which you wish to change. If you do not reply with a different amount, the Suggested Price will apply.
7.2.5 On the 8th day of the month following the month the Services have been delivered, the invoice will become live for the agreed prices as per Clause 7.2.4. The payment for the invoice is the 15th day of the same month the invoice is raised.
7.2.6 On the 15th, or the as close as is reasonably possible to the 15th, you will pay the invoice amount in full.
7.2.7 If a direct debit mandate exists, the invoice amount in full will be claimed.
7.3 Services which are not delivered Trust-Based Pricing will be expressed at the time of booking along with unique payment terms.
7.4 Prices in the Contract are exclusive of VAT and, when applicable, UK standard VAT rate at the time of invoice will be included in our invoices and paid by you.
8. Intellectual property
8.1 The Intellectual Property in the documents, designs, applications, data and software provided by you and us shall remain the sole property of that party and the other party shall have a licence to use the same solely for the purposes of the Services while the Contract continues.
9.1 You and we shall take out and maintain suitable insurance for the duration of the Contract.
9.2 Evidence of such insurances shall be provided by each party to the other whenever reasonably requested.
10. Confidentiality and publicitiy
10.1 Neither party shall disclose to any third party any confidential, trade secret or proprietary information belonging to the other party, whether the information is disclosed orally or in writing or in digital form. The parties acknowledge that all information relating to their respective businesses shall be treated as confidential information as shall the terms and conditions of the Contract. The obligations in this Clause will survive the expiry or termination of the Contract
10.2 The confidentiality obligations shall not extend to information which:
10.2.1 becomes public knowledge other than through a breach of clause 10.1; or
10.2.2 is already in the possession of the recipient; or
10.2.3 is required to be disclosed to any regulatory authority, order of the court or by law.
10.3 Both parties give permission for this agreement and services provided to be made public through all desired marketing channels, so long as such information made public does not affect clause 10.1 of this agreement.
12. Limitations of liabilitiy
12.1 We shall not be liable in contract, tort or otherwise for any loss of profit, loss of contracts or for any indirect or consequential loss or damage which may be suffered in connection with the Contract except as expressly provided in this agreement.
12.2. Any commencement or completion dates agreed are given in good faith as an estimate, and we shall not be held liable for loss, damage or expenses suffered arising directly or indirectly from failure to comply with such dates.
12.3 All liability and accountability for ensuring your statutory business compliance remain exclusively with you. We shall take no responsibility for any act or omission relating to your compliance and we shall not be liable for any loss of profit, loss of contracts or for any indirect or direct consequential loss to you.
13.1 Neither party shall assign any of its interests under the Contract without the prior written consent of the other party.
13.2 We shall be entitled to sub-contract any of the Services, but subcontracting shall not relieve us of any of our obligations under this Contract.
14. Delivery of goods
14.1 Any loss or damage to goods in transit must be noted on the delivery note of the carrier and notified to us within 2 days of receipt of the consignment. In the event of non-delivery of the goods, you must notify us within 2 days of the expected delivery date.
14.2 Notice of shortages and damages of goods delivered must be made in writing to the carrier concerned and to the Service within 3 days of the date of the consignment being received or expected to be received.
15. Retention of title
15.1 The risk in the goods supplied by us shall pass to you when on the successful delivery of the goods.
15.2 We shall have no responsibility in respect of the safety of the said goods thereafter and accordingly you shall insure the goods thereafter against such risks (if any) as you think appropriate.
15.2 Title of all goods supplied under this agreement shall remain with us until payment in full for all goods has been received in accordance with the terms of this contract or of any other contract.
15.3 Upon full payment in accordance with the terms of this agreement, the title of the goods will transfer to you.
16.1 Up until 48 hours before the training is due to commence, we may, by notice in writing, alter the training location provided.
16.2 Training delivered at a location organised by you must be suitably equipped and meet all relevant health and safety standards.
16.3 We reserve the right to cancel, alter or rearrange courses without liability and as we deem necessary. In such an event, attendees will be offered alternative courses or a full refund.
16.4 Certificates will be issued following the course when payment has cleared. We reserve the right to delay the release of all certificate’s pre-payment.
16.5 Should a booking wish to be cancelled by the Client with less than seven full days notice before the course start date then the suggested price in full is payable as a fee.
17. Force Majeure
17.1 Neither party shall be liable for any failure or delay in performance to the extent caused by causes beyond its reasonable control, including, without limitation, labour disputes, fire, flood, weather or natural disasters, terrorism, riot, damage to facilities, epidemics or the conduct of third parties (“Force Majeure”).