TTC Automotive Ltd ('TTC')
Terms and Conditions of Business
These Terms and Conditions form the basis upon which TTC is prepared to contract with another party (the ‘Client’) for the provision of driver training and associated services and / or materials (‘Services’). All orders are subject to written acceptance by TTC. No addition to or variation of these Terms and Conditions shall be valid unless accepted in writing by a TTC Director.
The Client undertakes that all persons (‘Delegates’) using Services shall have current and lawful authorisation to do so and where applicable, to drive the motor vehicle provided on the public roads of the United Kingdom or any other country in which Services are being conducted. The Client undertakes to appraise its Delegates of these Terms and Conditions, and to ensure that they comply with the legal requirements thereof. TTC reserves the right to terminate the Services at any time. The decision of TTC shall be final in all such cases.
Any such termination by TTC shall not relieve the Client of its obligation to make payment of such amounts as have or shall become due, nor shall the Client be entitled to any credit or reimbursement from TTC with respect thereto.
TTC retains for itself all proprietary rights, copyrights and intellectual property rights whatsoever in all course material, whether in written, verbal or other format.
Under no circumstances may the Client copy or reproduce in whole or in part any materials supplied pursuant to any Services without the prior express written permission of a TTC Director in every instance. Any copies shall at all times remain the sole property of TTC and shall be subject to these Terms and Conditions and recall in writing from a TTC Director.
All material made available to the Client in connection with any Service provided is confidential. The Client agrees not to disclose, provide or make available the content of such material to any third party or additional Delegates within the Client’s own business or any other person whatsoever, without prior written permission of a TTC Director.
The Client agrees to indemnify TTC against any breach of this condition and furthermore accepts full liability for all losses and/or damage incurred by TTC as a result of any such breach.
The Client will provide an appropriate vehicle and sufficient fuel in a safe, legal and clean condition for the duration of training with appropriate and lawful authorisation to be driven on the public roads of the United Kingdom or any other country in which training is being conducted.
(a) The Client will ensure that while using any vehicle for the purposes of the training, both its Delegates and any trainer provided by TTC are covered by a valid policy of insurance, indemnity or security in respect of third party risks so as to comply with statutory requirements at the time of delivery.
(b) To the extent that such matters are not covered by insurance pursuant to the last paragraph, TTC by referral to it’s insurers will indemnify the Client and its Delegates against any personal injury resulting from the negligence of TTC, its sub-contractors or agents. TTC shall not be liable to the Client or its Delegates for any other loss or damage including loss of contents, personal effects or profits.
(c) Subject to paragraphs (a) and (b), the Client will indemnify TTC, its employees, sub-contractors and agents in full against any Personal injury, damage to property and any other loss, liability or expense which may result from any act or default of The Client or any of its Delegates or other employees, or which may arise for any other reason in the course of the driving instruction or associated activities.
Should this Agreement be rendered futile as a result of the failure of any vehicle provided by the Client, TTC reserves the right to terminate the training or other services and receive full payment therefore, notwithstanding that performance has been incomplete.
Unless otherwise specified, all courses will be run from the Client’s premises.
Service fees are exclusive of Value Added Tax, which will be added to invoices at the prevailing rate.
The availability and dates of all Services are subject to confirmation in writing (post/e-mail or facsimile) at the time of booking. TTC reserves the right (Force Majeure) to cancel or transfer any Service booking to a later scheduled date or to an alternative location without penalty. TTC shall not be liable for any costs or damages incurred by the Client as a result of any such cancellation or transfer.
In the event that the Client wishes to cancel or transfer any Services, the following cancellation and transfer charges shall apply:
| Number of days prior commencement |
Transfer of Service Fee |
Cancellation of Service Fee |
| 1 to 7 |
35% |
100% of Service Fee |
| 8 to 21 |
25% |
50% of Service Fee |
| 22+ |
15% |
25% of Service Fee |
Fees in respect of all Services provided are payable in full by the Client within seven days of the date of invoice* unless a valid query is raised by the Client with respect to that invoice within that period.
The Client shall not be entitled to withhold payment of any invoice by reason of any right of set off or any claim or dispute with TTC, whether relating to the performance of the Services or otherwise.
TTC reserves the right to suspend Service provision where it has good reason to believe that the Client will not make payment in accordance with this condition.
All orders are accepted subject to TTC continuing reasonable approval of the Client’s creditworthiness.
If payment is not made in full on the due date, interest shall thereafter be payable on so much as is from time to time outstanding at the rate of 3 per cent per month compounded monthly until payment (notwithstanding the terms of The Late Payment Act)
TTC shall be entitled to terminate forthwith this Agreement in the event that the Client or any of its Delegates breaches any of its Terms and Conditions.
The Client shall not assign any right or obligation hereunder without the prior written consent of a TTC Director.
TTC shall be free to sub-contract and assign any right or obligation hereunder without the prior written consent of the Client.
TTC shall not be liable in any way for loss, damage or delay consequent upon strikes, lock-outs, shortage of labour or material, disputes, delays in provision of services of sub-contractors, fire, theft, storm, explosion, war, civil commotion, Act of God, or any other circumstances beyond the reasonable control of TTC however arising or caused.
Any Services ordered (verbally or in writing), invoiced (whether paid or not) shall be deemed forfeit by the Client if not completed within 12 months of the date of order or invoice (the lattermost dated). Any time extensions should be agreed at the time of purchase or subsequently only at the discretion of a TTC Director whose decision is final.
The Client agrees to indemnify and keep indemnified TTC against all reasonable fees, costs and other expenses incurred by enforcing this Agreement or any of its Terms and Conditions.
The construction of this Agreement is not to be affected by any heading.
Reference to the plural shall include the singular and vice versa.
Notices may be given to either party by being handed to an officer or representative of the other party or being sent to the party’s address by facsimile, e-mail or first class post. Any such notice posted shall be deemed to have been received 48 hours after posting, and any notice given in any other manner shall be deemed to have been received at the time when in the ordinary course it would have been received.
The construction, validity and performance of this Agreement shall be governed by the laws of England, and the parties hereby submit to the exclusive jurisdiction of the English Courts.
|
