Terms & Conditions for the Supply of Training Services & Therapy Interventions1        Introductory

1.1  Fire Dragon Coaching Limited whose registered office is at Windrush, 25 Riverside Drive, Esher, Surrey, KT10 8PG.

1.2  Fire Dragon Coaching Limited agrees to provide and the Customer to take and pay for the training courses, therapy interventions and/or facilities supplied under this Agreement.

1.3  The terms and conditions of this agreement apply to:

1.3.1        Individual standard of bespoke courses at Fire Dragon Coaching Limited and the Customer’s premises.

1.3.2        Courses provided under an annual contract with Fire Dragon Coaching Limited.

1.3.3        All charges quoted by Fire Dragon Coaching Limited are valid for a period of ninety (90) days unless otherwise specified.

 2        Individual Courses & Therapy Interventions

2.1  Provisional course and therapy intervention bookings may be made by telephone and via the internet.  However, to confirm each booking the customer agrees that he will return a signed copy of the proposal to Fire Dragon Coaching Limited.  Fire Dragon Coaching Limited reserves the right to refuse attendance to the course in the event that the proposal is not signed and returned.  The Customer may substitute personnel attending the course prior to the commencement of the course.

2.2  The description and date and charges for the course are as set out on the website or on the Customer’s personalised proposal.  More complete details of the course are as generally set out in the proposal.  Fire Dragon Coaching Limited reserves the right to improve the specification and format of its courses for the benefit of its Customers without notice to the Customer.

2.3  The course will be given at the venue agreed with the Customer.  Fire Dragon Coaching Limited reserves the right to nominate a reasonable alternative venue and will advise the Customer of this.

2.4  Fire Dragon Coaching Limited reserves the right to cancel or re-schedule any course if the number of attendees is insufficient to justify running the course, or if Fire Dragon Coaching Limited is prevented from doing so by events beyond its reasonable control, including in particular, but not limited to, illness of lecturing staff.

2.5  In the event that Fire Dragon Coaching Limited is obliged to cancel or reschedule any course under the provisions of clause 2.4. Fire Dragon Coaching Limited will notify the Customer forthwith.  Fire Dragon Coaching Limited will, in addition, refund in full all monies paid by the customer, or at the Customer’s option apply the monies to a re-scheduled or alternative course.  Fire Dragon Coaching Limited accepts no liability for travel, accommodation or incidental costs incurred by the Customer in the event that any course is cancelled or re-scheduled.

  3        Periodic Contract

3.1  For the purposes of this clause ‘Course Days’ shall mean the total number of days on which the customer wishes to send its employees on Fire Dragon Coaching Limited courses during the period specified in the Agreement commencing with the date of signature of this Agreement by Fire Dragon Coaching Limited.

3.2  The Customer may in consultation with Fire Dragon Coaching Limited select any number of Course Days.  Subject to availability and to the provisions of clause 2.4, the Customer may register its employees on any training courses given during the said specified period.  The Customer will, if requested, provide Fire Dragon Coaching Limited at the time of registration, with its official purchasing number which Fire Dragon Coaching Limited will quote on the invoice.

3.3  In consideration of the Customer agreeing to take and pay for the agreed number of course days, Fire Dragon Coaching Limited shall extend a discount to the Customer on its normal charges for courses in accordance with its then standard commercial policy, based on the number of Course days selected by the Customer.  Fire Dragon Coaching Limited will apply the discount to each invoice rendered in accordance with Clause 7.

3.4  At the end of each annual period, Fire Dragon Coaching Limited will perform a reconciliation of the Customer’s account and the discount level will be adjusted to reflect the annual number of Course Days taken by the Customer.  Fire Dragon Coaching Limited will invoice the Customer for any for any excess discount taken by the Customer over that permitted.  If the Customer is entitled to receive further discount, Fire Dragon Coaching Limited will apply a credit to the Customer’s account.

3.5  Contracts for consequential years will be negotiated by Fire Dragon Coaching Limited and the Customer on or prior to the expiry of each periodic contract.

3.6  The Customer agrees to comply with the provisions of clause 2 for all courses to be taken under each periodic contract, and charges will be levied in accordance with clause 7.1.

3.7  No pre-course study materials will be dispatched until the client has paid the relevant invoice for the training.

 4        Courses at Customers’ Premises

4.1  By prior arrangement with Fire Dragon Coaching Limited, and subject to the provisions of this clause, Fire Dragon Coaching Limited agrees that it will provide specified training course(s) to the Customer at the Customer’s premises for the charges set out in this agreement.

4.2  The Customer shall be responsible for the provision of a suitable and secure training room at the Customer’s premises for the duration of the course, (the specifications of which will be agreed with Fire Dragon Coaching Limited prior to the delivery of the course) together with all heating, lighting and a suitable electricity supply and power outlets, at no cost to Fire Dragon Coaching Limited.   The Customer undertakes not to change the room.  Fire Dragon Coaching Limited will provide an instructor, whiteboards, course materials, desks, audio visual and appropriate computer equipment.

4.3  The Customer shall indemnify Fire Dragon Coaching Limited against any loss of or damage to the equipment and/or injury or death to its employees or agents arising out of its use of the equipment under the provision of this clause save where the same is caused by the negligence of Fire Dragon Coaching Limited.

 5        Bespoke Courses

5.1  The Customer may request that Fire Dragon Coaching Limited develop a new course or modify an existing course specifically for customer requirements.  If such a request is accepted by Fire Dragon Coaching Limited:

5.1.1        The Customer will analyse and determine its requirements for the course.

5.1.2        The Customer and Fire Dragon Coaching Limited will jointly prepare and agree the specification for the course, including but not limited to the content of the course, course notes, the specific content requirements, the time allocated to each subject, the course duration and the qualifications and experience of the course participants.  The Customer will confirm these specifications by signing and returning the course proposal.

5.2  If the Customer wishes to modify a standard course, Fire Dragon Coaching Limited will provide details of the specific subject areas covered within a particular course.

5.3  In the consideration of carrying out the development or modification work on the course the Customer agrees to pay Fire Dragon Coaching Limited a daily rate for such development or modification.  Fire Dragon Coaching Limited will provide an estimate of the time required to modify a specific course, in good faith, prior to commencing any modification.  The estimation given by Fire Dragon Coaching Limited will in no way form a binding contract.  All charges for bespoke work are due and payable to Fire Dragon Coaching Limited upon completion.  This charge is payable whether or not the course is actually delivered by Fire Dragon Coaching Limited and the Customer agrees to pay Fire Dragon Coaching Limited invoices in accordance with clause 7.4.

5.4  All certified courses must adhere to the study time requirements and content requirements of the relevant governing body.

5.5  The Customer may request the Fire Dragon Coaching Limited vary the extent or content of the course either during or after development.  All such requests must be made in writing.  Fire Dragon Coaching Limited shall not unreasonably refuse to carry out such variation.  The Customer agrees to pay Fire Dragon Coaching Limited the standard daily course development charge for any requested variations in accordance with clause 6.4.  No work shall commence until full instructions for any variations have been made by the Customer in writing.

5.6  If the course is consequentially given by Fire Dragon Coaching Limited, the provisions of clause 7.4 of this agreement will apply.  Clause 4 will apply to bespoke courses given on the Customer’s premises.

   6        Payment

6.1  For Therapy Interventions, Fire Dragon Coaching Limited will invoice the client on completion of the intervention and payment in full must be made at time unless prior agreement of payment terms has been made in writing between Fire Dragon Coaching Limited and the Customer.

6.2  For Individual Courses, Fire Dragon Coaching Limited will invoice the Customer on confirmation of booking.  Fire Dragon Coaching Limited reserves the right to specify for individual courses that payment shall be made in full prior to the commencement of the course.  If prior payment is not made and in the absence of a written payment plan agreement, the Customer or the Customer’s employees will not be permitted to attend the course.

6.3  Payment for all courses can be made by Cheque, BACS transfer or Credit Card.

6.4  For Periodic Contracts, Fire Dragon Coaching Limited will invoice the Customer monthly in arrears for the number of course days taken by the Customer in the previous month.  All invoices for Periodic contracts are payable within thirty (30) days of the date of invoice.

6.5  For Bespoke Courses supplied in accordance with clause 6, Fire Dragon Coaching Limited will invoice the Customer firstly when the bespoke development work has been completed and secondly, when the course has been delivered by Fire Dragon Coaching Limited.

6.6  All charges, including any cancellation charges and charges due under clause 3.4are due for payment within thirty (30) days of the date of invoice.

6.7  If the Customer fails to make a payment by the payment due date, Fire Dragon Coaching Limited reserves the right to levy a late payment charge calculated at the interest rate of 3.5% per month compound.  The late payment charge is applicable after as well as before any judgement on the unpaid amount or part thereof.  If the Customer consistently fails to pay monthly invoices for periodic contracts Fire Dragon Coaching Limited reserves the right, without prejudice to any other remedies it may have, forthwith, to terminate the periodic contract.

6.8  All pre-payments or vouchers for courses must be used within 1 calendar year of receipt by the Customer or Fire Dragon Coaching Limited.

 7        Cancellation

7.1  Fire Dragon Coaching Limited will invoice the Customer for the appropriate charges in full, and the Customer agrees to pay the charges within thirty (30) days of receipt of the Fire Dragon Coaching Limited invoice, if the Customer cancels:

7.1.1        The attendance of any employee on any course.

7.1.2        Any course due to take place at the Customer’s premises under clause 4 less than thirty (30) days prior to the commencement date of the course, or if the employee(s) fail to attend the whole or part of the course for any reason, or if cancellation is not confirmed in writing within the aforementioned thirty (30) day period then Fire Dragon Coaching Limited will invoice the Customer for the appropriate charges in full.  The Customer agrees to pay within thirty (30) days of the invoice date.

7.2  For Periodic Contracts, the Customer may cancel attendance of one or more of its employees at any time up to ten (10) days prior to the commencement of the course without charge.   If less than ten (10) working days notice of cancellation prior to the commencement date is given by the Customer, the Customer will pay charges for each Course Day cancelled.  For the purposes of clause 3.1. the number of days cancelled will be included in the total number of Course Days invoiced in arrears.

7.3  If an Individual Customer cancels a place on an Open Programme Course the following terms will apply:

7.3.1        The cost of pre-issued course study materials cannot be re-funded under any circumstance.

7.3.2        Cancellations made within 21 days of the commencement date of the course will not be refunded any amount.

7.3.3        Cancellations made within 22-60 days of the commencement date of the course will be given a refund of 70% of the course fees less any costs for pre-study course materials.

7.3.4        Cancellations made 60 days prior to the commencement date of the course will be refunded the full course fees less any costs for pre-study course materials.

7.3.5        If the Customer wishes to transfer to another course within 30 days of the start date of the original course booking, a transfer fee of £300 will be charged.

 8        Warranty and Limitation of Liability

8.1  The courses are provided under this agreement at the Customer’s request.  The Customer accepts that he is responsible for verifying that the courses are suitable for his requirements.  Fire Dragon Coaching Limited will use all reasonable skill and care in the preparation and presentation of its courses and courses supplied under clause 6.  All other conditions, warranties, guarantees and representations whether express or implied, statutory or otherwise are excluded.

8.2  Other than as specified in this clause, Fire Dragon Coaching Limited’s liability for loss and damage (whether arising in contract, tort or otherwise, shall be limited to a claim for damages.  The maximum aggregate liability will be the charges for the course or hire of facilities, out of which the loss and damage has arisen.

8.3  Fire Dragon Coaching Limited will not be responsible for death and injury resulting from Fire Dragon Coaching Limited’s negligence when carrying out courses or the hire of facilities.

8.4  Fire Dragon Coaching Limited will not be liable for indirect, special or consequential loss (including loss of anticipated profit or data), howsoever arising, even if it has been advised of the possibility of such potential loss.

8.5  Except in respect of liability of Fire Dragon Coaching Limited for death or personal injury resulting from the negligence of Fire Dragon Coaching Limited or its employees or agents, or in respect of a claim for non-payment of monies due under this Agreement, no action regardless of form arising out of the provision of training courses of facilities under this Agreement may be brought by either party more than two years after the cause of action has been accrued.

8.6  The Customer warrants that all attendees on courses are properly authorised by the Customer to attend and that they are suitably qualified to attend.  The Customer acknowledges Fire Dragon Coaching Limited’s right to refuse admission or require the removal of any attendee where there are doubts about identity, qualifications or if the attendee’s behaviour is deemed unacceptable by Fire Dragon Coaching Limited.  In addition to this, it should be noted that Fire Dragon Coaching Limited reserves the right to eject any delegate or attendee whose behaviour is deemed, in the opinion of the Course Trainer, to be unacceptable and detrimental to the objectives of the course.  If a delegate is ejected from the course Fire Dragon Coaching Limited will not refund any course fees.  One verbal warning will be given prior to expulsion.

 9        Copyright

The copyright and all other intellectual property rights in all course materials and the specifications therefore, and whether in standard courses, or courses developed under the provisions of clause 6 shall remain the sole and exclusive property of Fire Dragon Coaching Limited.  The Customer undertakes that it will not copy or permit the copying of course materials, nor disclose or permit the disclosure or sell or hire the same to third parties, nor use the same for running the Customer’s own courses unless the express prior and written permission of Fire Dragon Coaching Limited is given.

 10    Times of Courses and Hire of Facilities

10.1                     All courses will be given by Fire Dragon Coaching Limited personnel between the hours of 9.00am to 5.30pm Monday to Friday, excluding Public Holidays.  If the Customer requests in writing, Fire Dragon Coaching Limited may be able to provide courses outside these hours and at weekends for additional charges.

10.2                     Therapy Interventions will take place at time agreed between the Customer and Fire Dragon Coaching Limited and may take place during the evenings and/or at weekends.

 11    General  & Termination

11.1                      Either party may immediately terminate this Agreement if the other:

11.1.1    Is in breach of a material obligation and has not commenced continuing and effective steps to remedy the same within 14 days of a notice calling upon it to do so.

11.1.2    Has an order made or resolution passed for its winding up.

11.1.3    Becomes insolvent or unable to pay its debts as they fall due.

11.1.4    Has a receiver or similar officer appointed.

11.1.5    Ceases to or threatens to cease to carry on business.  Any such termination shall be, without prejudice to any accrued rights or outstanding obligations of either party at the date of termination.

11.2                     These conditions constitute the entire agreement between the parties in relation to the contract referencing them and supersede any and all prior agreements, discussions, understandings, representations or promises.  Each party warrants to the other that it has not relied upon any representation not recorded here which has induced it to enter into this contract.  No amendment of the Conditions will be valid unless confirmed in writing by authorised signatories of both parties on or after the date of any signed contract between the parties.

11.3                      No delay or forbearance by either party in enforcing its respective rights will prejudice or restrict the rights of that party, and no waiver of any such rights or any breach of any contractual terms will be deemed to be a waiver of any other right or any later breach.

11.4                      Neither party will assign or transfer all or any part of this contract without the prior written consent of the other party except that assignments to be associated companies of Fire Dragon Coaching Limited are permitted.

11.5                      In the event that any of the provisions of the Conditions is judged illegal or unenforceable, the continuation in full force and effect of the remainder of them will not be prejudiced.

11.6                      Neither party will be liable to the other for any delay in or failure to perform its obligations under this contract (other than a payment of money) where such delay or failure results from force majeure, act of God, fire, explosion, accident, industrial dispute or any other cause beyond its reasonable control.

11.7                      Any notice given under this contract by either party to the other must be in writing and may be delivered personally or by recorded delivery or registered post and in the case of post will be deemed to have been received on the third working day after the date of posting.  Notices must be delivered or sent to the address of the parties on the Order or Order of Acceptance or to any other address notified in writing by either party to the other after the date of this contract.

11.8                      This contract is governed by English Law and the parties submit to the non-exclusive jurisdiction of the English Courts.