Terms & Conditions
These Business Terms and Conditions apply to services provided to you through online subscription, a contract or otherwise. The document should be read in conjunction with any additional communication such as a quotation or other correspondence relating to the provision of services to you.
Interpretation and definitions
1. The definition and rules of interpretation in this clause apply in these terms and conditions (Business Terms and Conditions)
Calendar Year: provision of Services through a Contract or Online Service covering a twelve month period.
Academic Year: provision of Services through a Contract covering a twelve month period corresponding with the academic year from 1 September to 31 August annually. This will include three school terms covering Autumn, Spring and Summer respectively.
Business Day: means any day other than a Saturday, Sunday or bank holiday.
Confidential Information: any information disclosed by one (the disclosing party) to another (the receiving party) if the disclosing party has notified the receiving party that the information is confidential or the information could reasonably be supposed to be confidential.
Customer: means the person to whom Equipping Kids may agree to sell Services in accordance with these Terms and Conditions. For the purposes of this document also either referred to as “you”.
Contract: any contract between the Company and the Customer for the supply of Services, incorporating these Business Terms and Conditions. This shall include Online Services or Quotations as defined below. The Contract to be under one of the following periods as defined:
- Calendar Year
- Academic Year
- Financial Year
- Period Defined
DBS: Disclosure and Barring Service check established under the Protection of Freedoms Act 2012;
Fees: Fees for the Services as defined in the Contract or online portal. Fees are to relate to the delivery of Services (including goods where relevant), access to online resources and will apply at the prevailing rate.
Financial Year: provision of Services through a Contract covering a twelve month period which corresponds with the financial year from 1 April to 31 March annually.
Equipping Kids or Company: Equipping Kids Limited, a company registered in England and Wales under number 07401614 whose registered office is at Old Post Office, Wall-Under-Heywood, Church Stretton, Shropshire, England, SY6 7DU. For the purposes of this document also either referred to as “we” or “us”.
Intellectual Property Rights: All intellectual property rights including but not limited to any and all patents, registered design, Materials, copyright, database rights, design rights, topography rights, trademarks, service marks, trade name, moral rights, domain names, application to register any of the aforementioned rights, trade secrets, inventions, right in unpatented know-how, right of confidence and any other intellectual or industrial property rights of any nature whatsoever whether registered or not registered or capable of registration and all applications for or right to apply for any of these and whether subsisting in the United Kingdom or any other part of the world together with all or any goodwill relating or attached hereto;
Online Services: any service or recourses provided and accessed through the EquippingKids.org website and supporting portal.
Face to face Services: the services to be provided by the Company under the Contract as set out in a Quotation, together with any other services which the Company provides or agrees to provide to the Customer.
Period Defined: provision of Services through a Contract for defined period between two dates for any length of period. This shall include the provision of Services on a one off basis or spot basis for one day only.
Quotation: provision to the Customer by the Company of a summary of Services to be provided including timescales, Customer requirements and Fees. This shall be through written or electronic format including email.
Application and entire agreement
2. You are deemed to have accepted these Terms and Conditions when you accept an Online Service, Contract or from the date of any performance of the Services (whichever happens earlier) and these Terms and Conditions and our Contract are the entire agreement between us.
3. You acknowledge that you have not relied on any statement, promise or representation made or given by or on our behalf. These Terms and Conditions apply to the Contract to the exclusion of any other terms that you try to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
Acceptance of contract
4. The Quotation or information provided at subscription to Online Services will provide a summary of Services to be provided. You will be deemed to have accepted as a Contract our quotation or the Online Services at the point of subscription unless confirmed otherwise by the Customer.
5. Quotations for Face to Face Services are to be clearly communicated by Equipping Kids to the Customer and acknowledgement of receipt to be obtained. If acknowledgement of receipt is not obtained through relevant communication from the Customer, then the Contract is not deemed to be accepted under Clause 4.
Provision of services
6. We warrant that we will use reasonable care and skill in our performance of the Services which will comply with the Contract, including any specification in all material respects. We can make any changes to the Services which are necessary to comply with any applicable law or safety requirement, and we will notify you if this is necessary.
7. We will use our reasonable endeavours to complete the performance of the Services within the time agreed or as set out in the Contract.
8. All of these Terms and Conditions apply to the supply of any goods as well as Services unless we specify otherwise.
9. We will provide Services through relevant qualified and supervised professionals who hold appropriate qualifications, have professional indemnity insurance and DBS clearance (where applicable).
10. Equipping Kids has a strong commitment to safeguarding all children and young people. Equipping Kids specialists will follow Equipping Kids’ Safeguarding policy and related procedures and all specialists have completed the required checks for their role.
11. Equipping Kids is committed to ensuring that continuity of Services is maintained throughout the duration of your Contract. In unexpected circumstances where this cannot be delivered Equipping Kids will involve the Customer as soon as possible to agree any change in your service delivery team, associate or third party contractor (if relevant).
12. We will advise the Customer of the absence of any staff member, associate or third party contractor (if relevant) involved in the provision of your Services as soon as possible on the day of absence. In the case of a known long term absence, we will work with the Customer to decide upon the best course of action, which may include the supply of an alternative staff member, associate or third party contractor (if relevant) or alternative supply dates.
13. Should a complaint arise, we will ensure this is dealt with to the complete satisfaction of the Customer. Equipping Kids is committed to resolving any complaints and to respond to all feedback.
14. You must obtain any permissions, consents, licences or otherwise that we need and must give us access to any and all relevant information, materials, properties, physical space, IT equipment and any other matters which we need to provide the Services.
15. Non-compliance with clause 14 means we may terminate the Services.
16. We are not liable for any delay or failure to provide the Services if this is caused by your failure to comply with the provisions of this section (Your obligations).
17. You will be responsible for preparing and maintaining the relevant premises for the supply of the Services, including identifying, monitoring, removing and disposing of any hazardous materials from any of its premises in accordance with all applicable laws, before and during the supply of the Services at those premises, and informing the Company of all of its obligations and actions under this condition.
18. You will inform Equipping Kids of all health and safety rules and regulations and any other reasonable security requirements that apply at any of the Customer's premises.
19. You shall take all steps to ensure the health and safety of the personnel of the Equipping Kids whilst they are in attendance at the Customer’s premises in connection with the performance of the Services.
20. The Customer shall effect and maintain appropriate insurance in an adequate amount with respect to all possible risks which may arise in connection with the deployment of any person engaged by Equipping Kids to perform the Services at the Customer’s premises and shall, at the Company’s request, provide such evidence of such insurance as the Company may reasonably require.
21. To keep, maintain and insure Equipping Kids’ equipment in good condition and shall not dispose of or use Equipping Kids’ Equipment other than in accordance with our written instructions or authorisation.
22. The Customer shall be liable to pay to Equipping Kids, on demand, all reasonable costs, charges or losses sustained or incurred by Equipping Kids (including any direct, indirect or consequential losses, loss of profit and loss of reputation, loss or damage to property and those arising from injury to or death of any person and loss of opportunity to deploy resources elsewhere) arising directly or indirectly from the Customer's fraud, negligence, failure to perform or delay in the performance of any of its obligations under the Contract, subject to Equipping Kids confirming such costs, charges and losses to the Customer in writing.
23. The Customer shall ensure effective safeguarding policies and procedures are employed. If there are any safeguarding matters or issues that the Customer is aware of relating to the provision of Services, then these should be brought to the immediate attention of Equipping Kids (subject to your safeguarding policies and procedures). The Customer is fully responsible for responding to any safeguarding concerns presented by the children in their responses to data collected through our online services (primarily within the Portal) or related.
24. The Customer shall complete any necessary information forms for work around individual children/ young people, ensuring parent or carer permission has been obtained.
25. The Fees for the Services are set out in the Contract and are on a time and materials basis. This includes any prices for goods provided at the Customer’s request.
26. In addition to the Fees and where defined and agreed in the Contract, we can recover from you
- reasonable incidental expenses including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses,
- the cost of services provided by third parties and required by us for the performance of the Services, and
- the cost of any materials required for the provision of the Services.
27. You must pay us for any additional services provided by us that are not specified in the Contract in accordance with our then current, applicable daily rate in effect at the time of performance or such other rate as may be agreed between us. The provisions of clause 27 also apply to these additional services.
28. The Fees are exclusive of any applicable VAT and other taxes or levies which are imposed or charged by any competent authority.
29. Fees referred to in the Contract are based on the cost to us of supplying the relevant Services and if before delivery or provision of the Services there occurs any increase in any way of such costs in respect of the Services which have not yet been delivered the Fees shall be subject to amendment with relevant notice at Equipping Kids’ discretion.
30. Equipping Kids reserves the right to charge for any omission or additional cost arising from the provision of inaccurate, misleading or insufficient information by Customers.
31. Where appointments have been confirmed but need to be rearranged, the Customer will provide forty eight hours notice to Equipping Kids. If this is not adhered to, an additional charge may arise but this would be discussed with the Customer. If you wish to cancel or amend the date of the service delivery we require a minimum of four weeks notice. If this is not provided, the Fees for the relevant service will be recoverable in full unless agreed otherwise between the Customer and Company.
32. Fees in respect of face to face services shall relate to a seven hour day unless agreed otherwise between the Customer and Company.
Carriage and delivery (relating to goods)
33. Except as defined and agreed in writing in the Contract, Equipping Kids’ Fees do not include delivery charges to the Customer. Equipping Kids reserves the right to levy a charge for delivery to any destination advised by the Customer.
34. Equipping Kids shall be under no liability to the Customer in respect of shortages in quantities delivered against order or in respect of goods damaged in transit before delivery unless full details of such alleged shortages or damage is notified to us within five working days of delivery.
Passing of risk and title (relating to goods)
35. Risks in goods shall pass to the Customer on delivery and from such time the Customer shall keep the goods fully protected and insured against all risks until final payment is made and title passes to the Customer.
36. Equipping Kids shall retain title to the goods until it has received payment in full of sums due in connection with the supply of all goods to the Customer at any time and the Customer shall hold the Goods as Equipping Kids’ fiduciary agent and bailee. For these purposes, Equipping Kids has only received payment when the amount of the payment is irrevocably credited to its bank account.
Cancellation and amendment
37. We can withdraw, cancel or amend a Contract if it has not been accepted by you, or if the Services have not started, within a period of thirty days from the date of the Contract, (unless the Contract has been withdrawn).
38. We can cancel a Contract for any reason prior to your acceptance (or rejection) of the Contract.
39. If you want to amend any details of the Services you must tell us in writing as soon as possible. We will use reasonable endeavours to make any required changes and any additional costs will be included in the Fees invoiced to you.
40. If, due to circumstances beyond our control, including those set out in the clause below (Circumstances beyond a party's control at Clause 60), we have to make any change in the Services or how they are provided, we will notify you immediately. We will use reasonable endeavours to keep any such changes to a minimum.
41. If you wish to end or cancel a Contract before its stated end date, then relevant notification is required as noted below dependent on the term of the Contract:
- Academic agreement – one term’s notice is required by the Customer to end the Contract for an Academic agreement. The Fees and Services to be agreed through the relevant Contract.
- Financial Year – Ninety days notice is required by the Customer to end the Contract. The Fees and Services to be agreed through the relevant Contract.
- Calendar Year – Ninety days notice is required by the Customer to end the Contract. The Fees and Services to be agreed through the relevant Contract.
- Period Defined – these shall be deemed to end on relevant end date as defined in the Contract unless the length of Contract has been agreed at twelve months or longer. In this case, Ninety days notice is required to end the Contract.
42. The Fees as defined in the Contract will be payable during the notice period unless waived by Equipping Kids in agreement with the Customer.
43. Services may be cancelled by the Customer by providing the relevant notice at Clause 41. Where the contract has an outstanding term over three months, the Customer shall however be liable for the full contract value unless waived by Equipping Kids in agreement with the Customer.
44. We will invoice you for payment of the Fees either:
- following delivery of the service; or
- on the invoice dates set out in the Contract; or
- at the point of subscribing for Online Services
45. You must pay the Fees due within 14 days of the date of our invoice or otherwise in accordance with any credit terms agreed between us.
46. Without limiting any other right or remedy we have for statutory interest, if you do not pay within the period set out above, we will charge you interest at the rate of five per cent per annum above the base lending rate of the Bank of England from time to time on the amount outstanding until payment is received in full.
47. All payments due under these Terms and Conditions must be made in full without any deduction or withholding except as required by law and neither of us can assert any credit, set-off or counterclaim against the other in order to justify withholding payment of any such amount in whole or in part.
48. If you do not pay within the period set out above, we can suspend any further provision of the Services and cancel any future services which have been ordered by, or otherwise arranged with, you.
49. Receipts for payment will be issued by us only at your request.
50. All payments must be made in British Pounds by bank credit transfer BACS unless otherwise agreed in writing between us.
Sub-Contracting and assignment
51. We can at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of our rights under these Terms and Conditions and can subcontract or delegate in any manner any or all of our obligations to any third party. No such action would be completed without prior conversation with the Customer.
52. You must not, without our prior written consent, assign, transfer, charge, subcontract or deal in any other manner with all or any of your rights or obligations under these Terms and Conditions.
53. We can terminate the provision of the Services immediately if you:
- commit a material breach of your obligations under these Terms and Conditions; or
- fail to make pay any amount due under the Contract on the due date for payment; or
- are or become or, in our reasonable opinion, are about to become, the subject of a bankruptcy order or take advantage of any other statutory provision for the relief of insolvent debtor; or
- enter into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made with its creditors; or
- convene any meeting of your creditors, enter into voluntary or compulsory liquidation, have a receiver, manager, administrator or administrative receiver appointed in respect of your assets or undertakings or any part of them, any documents are filed with the court for the appointment of an administrator in respect of you, notice of intention to appoint an administrator is given by you or any of your directors or by a qualifying floating charge holder (as defined in para. 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed or petition presented to any court for your winding up or for the granting of an administration order in respect of you, or any proceedings are commenced relating to your insolvency or possible insolvency.
54. We reserve all copyright and any other intellectual property rights which may subsist in connection with the provision of the Services. We reserve the right to take any appropriate action to restrain or prevent the infringement of such intellectual property rights.
Liability and indemnity
55. Our liability under these Terms and Conditions, and in breach of statutory duty, and in tort or misrepresentation or otherwise, shall be limited as set out in this section (Liability and indemnity).
56. The total amount of our liability is limited to the total amount of Fees payable by you under the Contract.
57. We are not liable (whether caused by our employees, agents or otherwise) in connection with our provision of the Services or the performance of any of our other obligations under these Terms and Conditions or the Contract for:
- any indirect, special or consequential loss, damage, costs, or expenses or;
- any loss of profits; loss of anticipated profits; loss of business; loss of data; loss of reputation or goodwill; business interruption; or, other third party claims; or
- any failure to perform any of our obligations if such delay or failure is due to any cause beyond our reasonable control; or
- any losses caused directly or indirectly by any failure or your breach in relation to your obligations; or
- any losses arising directly or indirectly from the choice of Services and how they will meet your requirements or your use of the Services or any goods supplied in connection with the Services; or
- if the Company’s performance of obligations under the Contract is prevented or delayed by any act or omission of the Customer, its agents or sub-contractors or employees, the Company shall not be liable for any costs, charges or losses sustained or incurred by the Customer arising indirectly or directly from such prevention or delay.
58. You must indemnify us against all damages, costs, claims and expenses suffered by us arising from any loss or damage to any equipment (including that belonging to third parties) caused by you or your agents or employees.
59. Nothing in these Terms and Conditions shall limit or exclude our liability for death or personal injury caused by our negligence, or for any fraudulent misrepresentation, or for any other matters for which it would be unlawful to exclude or limit liability.
Circumstances beyond a party's control
60. Neither of us is liable for any failure or delay in performing our obligations where such failure or delay results from any cause that is beyond the reasonable control of that party. Such causes include, but are not limited to: industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party in question. If the delay continues for a period of ninety days, either of us may terminate or cancel the Services to be carried out under these Terms and Conditions.
61. During the term of the Contract and for twelve months after the relevant end date of the Contract, the Customer and any other related entity shall not employ, either directly or indirectly, any employee of Equipping Kids. This clause does not apply when agreement has been reached in writing between connected parties.
62. Should a member of Equipping Kids be employed, the party in breach of clause 61 shall pay a fee calculated at fifty per cent of the previous year’s gross annual salary (for the relevant member) and this will be payable immediately upon employment. Equipping Kids and the Customer both agree that this represents a reasonable and fair sum in consideration of the damage which would be borne by Equipping Kids.
63. The Customer and the Company agree that in the course of the Company providing Services to the Customer, the parties may disclose to each other certain Confidential Information. The Customer and the Company agree that each party will not use the Confidential Information other than to perform their obligations under the Contract. Each party will maintain the Confidential Information’s confidentiality and not disseminate it to any third party without the disclosing party’s prior written consent, save that this obligation shall not apply to any Confidential Information that either party has a duty (whether legal or otherwise) to communicate or that is in the public domain or is already in the receiving party’s possession through no fault of the receiving party.
64. The Customer shall restrict disclosure of Confidential Information to such of its employees, agents or sub-contractors as need to know the same for the purpose of discharging the Customer's obligations to the Company, and shall ensure that such employees, agents or sub-contractors are subject to obligations of confidentiality corresponding to those which bind the Customer.
65. Without limiting the generality of the clauses relating to Confidential Information, all media releases and public announcements related to the Contract by either party shall be co-ordinated with the other party and approved jointly by the parties prior to release.
66. These Clauses 63 to 66 shall survive termination of the Contract, however arising.
67. All notices under these Terms and Conditions must be in writing and signed by, or on behalf of, the party giving notice (or a duly authorised officer of that party).
68. Notices shall be deemed to have been duly given:
a) when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient; or
b) when sent, if transmitted by fax or email and a successful transmission report or return receipt is generated; or
c) on the third business day following mailing, if mailed by national ordinary mail
69. All notices under these Terms and Conditions must be addressed to the most recent address, email address or fax number notified to the other party.
70. No delay, act or omission by a party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy nor stop further exercise of any other right, or remedy.
71. If one or more of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that / those provisions will be deemed severed from the remainder of these Terms and Conditions (which will remain valid and enforceable).
Third party rights
72. A person who is not a party to this Contract has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any term of this Contract.
Law and jurisdiction
73. These Terms and Conditions are governed by and interpreted according to English law. All disputes arising under these Terms and Conditions are subject to the exclusive jurisdiction of the English courts.
TRAINING AND CONFERENCES
1.1 Equipping Kids Limited (“Equipping Kids” or “Company”) provides training, conferences and events. You are able to book places for these events on the Company’s website, fax, email or by telephone. Submission of a booking constitutes an offer to purchase a place on the relevant training or conference event.
1.2 When you submit a booking, we will send an email confirming receipt of your booking request. This communication is for information purposes only and does not constitute our acceptance of your booking. We will be deemed to have accepted your booking when we issue our invoice for the relevant training or conference event, at which point a binding contract shall be formed between us. If your booking cannot be accepted for any reason, we will notify you.
1.3 Invoices are payable within 14 days and, in any event, prior to the training or conference date.
1.4 If you are not able to attend, substitutions for any training or conference event are welcome at any time. There will be no additional charge for delegate name changes. In addition, you are entitled to change your booking to a later date, provided the same course is being delivered later in the year.
1.5 If you wish to cancel your attendance at any training or conference event, this must be submitted in writing twenty eight days before the event date. The cancellation is acceptable by email, fax or letter. We will process a full refund on this basis provided the twenty eight day notice is given. If you confirm your booking within twenty eight days of the relevant training or conference date, then no cancellation period shall apply.
1.6 Cancellations received within twenty eight days of the training or conference event date cannot be refunded, however we would welcome a substitution on the same course or event at no extra cost as noted at Clause 1.4.
1.7 Non-attendance for any training or conference event is deemed to be a cancellation with no notice and therefore full payment is due.
1.8 If you have booked on a free training or conference event there shall be no charge for your attendance and no applicable refunds.
1.9 We reserve the right to modify or revise the content for a relevant training or conference event without notice.
1.10 No written content or material provided at training or conference events shall be reproduced without our prior consent.
1.11 Equipping Kids Limited does not accept any liability relating to the venue operator for the training, conference or event and provision of its relevant services.