Sixfold International Limited’s Terms & Conditions of Trade
All contracts for the provision of services or sale of products made by either Sixfold Ltd or Sixfold International Ltd (“Sixfold”) are made under these Terms and Conditions of Contract to the exclusion of any other terms and conditions put forward by the customer unless otherwise agreed in writing by Sixfold.
For the purposes of this document the term “Report” shall include all documents or information created or produced by Sixfold in response to a request from a customer. “Training” shall include training courses, facilitation, workshops and seminars and the related reports, presentations and support material. The term “Customer” shall include any individual or organisation who has entered into a contract with Sixfold for the supply of consultancy, products or training services or any combination of them (hereinafter termed “Sixfold services”)
Persons or organisations ordering Sixfold services do so on the basis that these Terms and Conditions of Trade will apply to that order. Orders and bookings for any Sixfold services are not accepted by Sixfold until confirmed in writing by Sixfold’s authorised representative and it is implicit in that acceptance that the acceptance is only made on the basis that these Terms and Conditions of Trade apply to the order. Once an order or booking has been accepted in writing by Sixfold, cancellation terms apply. Sixfold reserves the right not to accept any Customer order.
Both parties are to take all reasonable steps to ensure that any documents or other materials and information which are supplied to the other party in the provision of the services and are clearly marked as confidential remain confidential to the parties. Such information will only be made available by the parties to those personnel who have a reasonable need to know of it.
Documents or other materials and information or copies of them will not be made available to any third parties, except as required for the performance of the contract and under a similar duty of confidentiality. Either party is entitled to demand the return of all copies of any such documents or other materials and other information within 14 days by giving the other party written notice.
This obligation of confidentiality will remain in force for a period of 10 years beyond the cessation or other termination of the agreement.
On the cessation or earlier termination of the agreement, each party shall return to the other all documents or other material containing confidential information.
This clause shall not apply to any documents or other materials and information which are already in the public domain at the time when they are provided by either party, and shall cease to apply where either party is required by law to make a disclosure or if at any time the information becomes public knowledge through no fault of the other party.
Both parties undertake that any information which is received from the other party in the provision of the services will only be used for the purposes of the agreement.
The risk in any products supplied by Sixfold to the Customer under the terms of this agreement shall pass to the Customer upon delivery of the products to the Customer.
Title in any consignment of products shall pass to the Customer only when Sixfold has received payment in full for the products and funds have cleared in the Sixfold account.
The Customer may not sell, loan or otherwise transfer the products to any other party without prior written agreement from Sixfold.
The Customer shall, at its own expense, provide Sixfold with all documents, materials and information necessary for the completion of the agreed work in sufficient time to enable Sixfold to provide its services in accordance with any timetable agreed in writing between the parties.
The Customer shall be responsible for the content of all documents or other materials and shall ensure the accuracy of all information provided to Sixfold in the course of the project.
The Customer shall, at its own expense, retain duplicate copies of all documents or other material or information provided to Sixfold and shall insure against its accidental loss or damage. Sixfold shall have no liability for any such loss or damage, howsoever caused.
The Customer shall ensure that Sixfold is accorded sufficient access to any of the Customer’s premises, information, data or personnel and use of any equipment that is reasonably necessary for the completion of the services. It undertakes that access will be provided in a timely manner so that Sixold’s milestones can be met.
The Customer shall ensure that the Customer and the Customer’s staff and premises comply with all relevant legislation or other regulations relating to health and safety matters and shall ensure that Sixfold is provided with a safe working environment. In this context, the Customer shall maintain adequate public liability insurance throughout the duration of this agreement.
The Customer shall not take on any direct control over or responsibility for Sixfold’s personnel. The Customer acknowledges that Sixfold’s personnel are professionals who will use their own initiative as to the manner in which the services are delivered and will not be subject to, or to the right of, supervision, direction or control as to the manner in which they render the services.
Sixfold will use reasonable care and skill to perform the services and will take all reasonable steps to ensure that the services are completed in accordance with any agreed timetables. However, time will not be of the essence in the performance of these obligations.
Consultancy – Conflicts of Interest
The Customer understands and accepts that Sixfold is entitled to seek, apply for, accept and perform contracts to supply services to third parties. However, Sixfold undertakes not to accept contracts to supply consultancy services to competitors of the Customer in circumstances where this may be expected to have a commercially harmful effect on the Customer.
Poaching of Staff
Sixfold’s business and its reputation is based in a large part on the quality of its staff. In order to protect this critical resource and its future income the Customer agrees not to employ any person introduced to it through its contract with Sixfold either directly or through an associated organisation. Should any member of the Sixfold team be employed or contracted to provide services by the Customer (or a company associated with the Customer which is not Sixfold) within a period of 24 months from the end any proposed work, the Customer will pay a fee of £50,000 to Sixfold on the day the arrangement to use the services of person introduced to it begins.
Property and Title
Sixfold has a wide range of tools, techniques and methods it employs to assist its client’s meet their business objectives. Sixfold will use its existing Intellectual Property to assist with the delivery of its services. However, no rights to any Sixfold Intellectual Property will be transferred to the Customer as a result of any agreement unless specifically identified in writing.
Intellectual property rights in reports and any consultancy material produced by Sixfold specifically for the Customer as part of a formal contract are to be owned by and confidential to the Customer unless otherwise agreed in writing.
The intellectual property rights in training course material produced by Sixfold shall be owned by Sixfold unless otherwise agreed in writing. The Customer shall be entitled to make use of the course material for its own internal purposes only and may not pass the material to any third party. However, the Customer agrees not to provide or receive subsequent training using any material used in the Training or any Sixfold intellectual property without prior written agreement from Sixfold.
Limitation of Liability
The specified services have been negotiated and agreed by Sixfold with the Customer in the context of information provided by the Customer as to the Customer’s particular requirements. The services have been prepared and costed accordingly. Therefore
- Sixfold shall have no liability to the Customer for any delay, loss, damage, costs, expenses or other claims for compensation arising from any information or instructions supplied by the Customer which are incomplete, incorrect, inaccurate, illegible, out of sequence or in the wrong form, or arising from their late arrival or non-arrival, or any other fault of the Customer.
- Sixfold shall have no liability to the Customer for any loss, damage, costs, expenses or other claims for compensation arising from the Customer making use of the services and any Report for any purpose not clearly disclosed to Sixfold or from the Customer allowing a third party to make use of the services or any Report.
- Except in respect of death or personal injury caused by Sixfold’s negligence, or as expressly agreed in writing between the parties, Sixfold shall not be liable to the Customer by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, other than under the express terms of the agreement, for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the negligence of Sixfold, its employees or agents or otherwise) which arises out of or in connection with the provision of services or the use by the Customer of any Report.
- Except in respect of death or personal injury caused by Sixfold’s negligence, or as expressly agreed in writing between the parties, the entire liability of Sixfold under or in connection with the services shall not exceed 100% of the amount of Sixfold’s total charges for providing the services concerned to that point.
Sixfold shall not be liable to the Customer or be in breach of the contract by reason of any delay in performing, or any failure to perform, any of the Sixfold’s obligations, if the delay or failure is due to any cause beyond Sixfold’s reasonable control.
Travel and Subsistence Costs
Travel and subsistence costs for staff engaged in delivery of consultancy or training where it is necessary to work away from Sixfold’s offices shall be recharged at cost unless otherwise agreed in writing. Motor mileage will be charged at the prevailing AA total of standing and running costs as pence per mile as published for the vehicle concerned. Non-commercial air travel will be charged using the road miles for the journey as if a diesel car valued at £30,000 new travelling up to 15,000 miles per year had been used.
Time spent travelling shall be considered to be time worked on the delivery of the contracted services.
Carriage, Post and Packing
Carriage, post and packing for deliveries will be recharged at cost.
Value Added Tax
All Sixfold charges are quoted exclusive of VAT which will be chargeable in addition at the applicable rate.
Sixfold’s standard payment terms are as follows:
- All invoices are due for payment within seven days of delivery.
- Payment must be received for Public Training course places before the training commences. Delegates for whom full payment has not been received before the commencement of the course may not be admitted to the course.
- If any invoice becomes overdue the Customer’s full outstanding balance with Sixfold becomes due and payable.
- Sixfold will charge interest on overdue payments at a rate of 8% above the LIBOR rate prevailing at the time.
Payment shall be deemed to have been received only when the full amount has been credited to Sixfold’s bank account and such monies are available as cleared funds without recourse.
The Customer is responsible for ensuring that the skills and experience of delegates are suitable for any Sixfold training course that they are attending. Sixfold will not be liable for any refund in the case where delegates do not meet training prerequisites.
Public training course fees cover the cost of training materials and books supplied by Sixfold, use of appropriate facilities, lecturer’s time, refreshments and any room or equipment rental Sixfold undertakes. Where relevant and if notified in advance, examination fees and other related expenses will be charged to delegates or the Customer as the Customer requires.
Public courses may be undertaken using portable equipment such as laptop computers and may be in rented accommodation such as a hotel conference room or similar. The Customer is to advise Sixfold in advance if this is likely to be inappropriate for the delegate(s) concerned.
Subsistence, travel and accommodation requirements associated with Sixfold public courses are the responsibility of the Customer or the individual delegates, as the Customer requires.
Unless otherwise agreed in writing between Sixfold and the Customer, payment for training is due in advance. Delegates may not be permitted to enter the training room if payment (cleared funds) has not been received by Sixfold. The cancellation terms below shall apply.
In-House (On-site) Training
Where delivery of Training is made on Customer premises, all responsibility for training facilities and logistics rests with the Customer. In the event that the training facilities or any required audio/visual aids are unavailable, any subsequent consequential expenses for delays and provision of alternative facilities or audio/visual aids shall be borne by the Customer.
Customers are responsible for ensuring that facilities, equipment and materials suitable for the conduct of the course are supplied in accordance with the agreed course requirements. In particular, Customers are responsible for (but not limited to) the provision of:
- A suitably equipped training room.
- Student workspaces, typically a table/desk top sufficient to accommodate books and writing materials and a chair.
- Break out facilities where planned in advance.
- Delegate and tutor refreshments.
- Toilet facilities.
- Visual aids: two whiteboards or, preferably, flip charts, a projector suitable for connecting to a laptop computer and a screen suitable for the projected image.
- Internet access.
- Special needs requirements.
Sixfold may be able to provide projection equipment suitable for the delivery of Training for an additional fee. Arrangements for this must be agreed in advance of the course in writing.
Unless otherwise agreed, in-house training charges cover provision of tuition, a full set of course notes and reference material (where appropriate) per delegate.
Additional rechargeable costs are the tutor’s travel, accommodation and subsistence expenses plus miscellaneous and office expenses which will be agreed in advance.
Maximum Training Numbers
The maximum class size for training is 12 persons. It may be possible to stretch the size of groups to 15, but Sixfold counsels against such large classes where supervision during exercises will necessarily suffer. Class sizes over 12 persons will normally require a second instructor and must be agreed with Sixfold beforehand in writing.
Cancellation and Transfer Charges
General cancellation fees will be charged as follows:
- Cancellation less than 10 working days prior to commencement of the activity: 100% of fees plus any agreed expenses incurred.
- For cancellation less than 20 working days prior to commencement of the activity: 50% of fees plus any agreed expenses incurred.
- For cancellation more than 20 working days prior to commencement of the activity: 10% of fees plus any agreed expenses incurred.
For specific APMP Authorised Training Organisation courses, cancellation and transfer fees are as follows:
- More than 15 working days before the course date – No cost to transfer a booking to an available place on a subsequent course or 25% of the fees will be charged for cancellation and refund. (The charge will be deducted from the refund amount). If course documents have been dispatched to the delegate or the APMP examination papers have been ordered, 65% of the fees for cancellation and refund. (The charge will be deducted from the refund amount).
- Fifteen to 10 working days before the course date – 15% of the fees will be charged to transfer a booking to an available place on subsequent course or 25% of the fees will be charged for cancellation and refund. (The charge will be deducted from the refund amount). If course documents have been dispatched to the delegate or the APMP examination papers have been booked by Sixfold, 65% of the fees will be charged for cancellation and refund. (The charge will be deducted from the refund amount).
- Nine to 3 working days before the course date – 25% of the fees to transfer a booking to an available place on subsequent course or 35% of the fees will be charged for cancellation and refund. (The fee will be deducted from the refund amount). If course documents have been dispatched to the delegate or the APMP examination papers have been booked by Sixfold, 65% of the fees will be charged for cancellation and refund. (The charge will be deducted from the refund amount).
- More than 3 working days before the course date – 10% of the fees to change delegates details for a new candidate. You will be responsible for reallocation the APMP documents if they have been dispatched and no additional document sets will be sent out.
- Three or less working days before the course date – 25% of the fees to change delegates details for a new candidate. You will be responsible for reallocation the APMP documents if they have been dispatched and no additional document sets will be sent out. For cancellations at three or less working days before the course date, no refunds will be possible.
In the case of any conflict between these clauses, the general cancellation fees will be charged.
Sixfold will use all reasonable endeavours to provide nominated staff for agreed work. In the case of a substitute being provided, Sixfold warrants that the substitute will be suitable for the work to be undertaken.
Delegates may be substituted at any time by the Customer prior to the start of a training course once written notification of the intended change has been received by Sixfold. A substitution fee may be charged in accordance with the Sixfold transfer fees for delegate changes at Sixfold’s discretion.
Sixfold follows a policy of continuous improvement for all products and services. Sixfold reserves the right to alter any product or service at any time in accordance with this policy.
If any provision herein is held to be invalid illegal or unenforceable the validity and enforceability of the remaining provisions shall not in any way be affected or impaired.
Waiver by Sixfold of any of the terms herein or the granting of time or indulgence by Sixfold to the Customer shall in no way affect Sixfold’s rights herein.
The headings in this document are for clarification and do not form part of the terms and conditions.
Any notice or demand to be given herein shall be in writing and shall be delivered by email, by hand or by first class post. If posted any notice shall be deemed to have been delivered 48 hours after posting.
The contract shall be governed by the laws of England and Wales. The parties submit to the exclusive jurisdiction of the Courts of England and Wales.