Terms & Conditions...

1. Definitions

• "1st Option" means 1st Option Safety Services Limited of 2 Foxleigh High Wycombe, HP11 1QD;
  
• "Contract" means this Framework Agreement;
  
• "Contract Price" means the amount payable by Customers to 1st Option as specified ;
  
• "Company" shall be the organisation to whom 1st Option is supplying the Deliverables.
  
• "Deliverables" means any or all of the Goods and/or Services;
  
• "Goods" means any item(s), including access to the 1st Option internet subscription services provided by 1st Option pursuant to the Contract;
  
• "Services" means the services of personnel (of whatsoever nature) supplied by 1st Option pursuant to the Contract. These terms apply in respect of sales, of verbal and written advice, online services, telephone services, newsletters any combinations of such formats and updating services and information packages ("Goods and Services") as determined through consultation with Customers by 1st Option ("the Supplier").
  
• "Customers" are defined as named subscribers to subscription, consultancy or training services.

2. Term

This framework agreement shall commence on the xxxxxxxxxxxx and shall continue on an annual basis until terminated by either party in writing. Customers shall be free to terminate this agreement on giving one month's notice at any time during the Term.

3. Deliverables

The deliverables shall comprise the services specified within the agreed quote or schedule. The services will be delivered in accordance with this quote or schedule.

4. Price

The price payable shall be the total price specified in quote or schedule for the full provision of the Services in accordance with this agreement, or pro-rata where less. Additionally, the price payable for subscription products and services, after the initial subscription period, is the Supplier's list renewal price at the anniversary of the commencement of the subscription or shall be the price advised by the Supplier when notifying Customers of the forthcoming renewal. Prices are subject to VAT at the applicable rate.

5. Subscriptions and retained services

Annual subscriptions and retained services commence on the date of order ("Commencement Date") and continue until terminated by the Supplier by no less than 30 days written notice to expire on an anniversary of the Commencement Date or by Customers within 30 days of the Supplier's notice of the renewal of the subscription as specified below.

The Supplier will notify Customers by letter or e-mail before each anniversary of the Commencement Date, the price payable for the next subscription, the retained services period, and where the subscription relates to an online product, of any change to the licence terms and conditions applicable to that product.

6. Internet, Telephone and Consultancy Services

1. The service may be used by Customers to obtain advice relating to their own organisations. This service is not available to third parties or to consultants not acting for 1st Option
2. Customers will be provided with access codes and online access instructions as required to enable access and use through a computer or other electronic device.
3. (3) Advice can only be given to Customers who have a current, paid subscription. The internet access codes and advice Line telephone numbers are confidential and must only be revealed to authorised personnel. They must not be revealed to anyone outside the customers organisation.
4. 1st Option limits usage of the internet and telephone service to the agreed number of users who are required to access the service in the client organisation.
5. Delivery of online products is made using the World Wide Web. 1st Option shall use reasonable endeavours to ensure the availability of any online product at any particular time or
   times in accordance with this agreement.
6. Calls and internet access may be monitored/recorded for quality assurance purposes.

7. Cancellation

For training, if the client provide less than 6 working days notice of cancellation prior to the start of the course the client will be liable for 75% of the agreed rate. If the client provides less than 10 working days notice of cancellation prior to the start of the course the client will be liable for 50% of the agreed rate.

If the client postpones the course and offers an alternative date which is reasonable then cancellation fees may not apply

8. Liability

1. 1st Option warrants that the version of the internet services supplied will be free of defects that prevent access by the users and meets the full required operating capability.
2. 1st Option shall use reasonable endeavours to ensure the accuracy, content, or timeliness of advisory, online or electronic services or that they or related systems are free from viruses or other contaminating or destructive properties.
3. Unless agreed otherwise with Customers, time is not of the essence for delivery of Goods and the Supplier's liability for incorrect delivery or failure to deliver is limited to the replacement of Goods.
4. Nothing in the Contract excludes either party's liability for death or personal injury caused by that party's negligence or willful default.
5. 1st Option shall only be liable to Customers for accidental loss or damage caused by the negligence or default of 1st Option.
6. In no circumstances shall 1st Option be liable for any loss of profits or any indirect or consequential loss of any nature provided such loss is not as a result of 1st Option's negligence or default.
7. 1st Option shall indemnify Customers against all liabilities, claims, demands, damages, losses, costs and expenses (including legal costs) which may be incurred by or brought against Customers in respect of:
   
   (a) injury to any person or loss of or damage to any property arising out of or in connection with the use by Customers of any Goods and/or Facilities and/or Services as a result of any
   negligent act or omission by 1st Option;
   (b) any breach of or non-compliance by 1st Option of any of its obligations or warranties under the Contract;
   (c) 1st Option's negligence or willful default;
   (d) any claims from third parties made as a result of its acts or omissions (including relating to infringement of any IPR supplied under or used in connection with the Contract)
   
   
8. This Contract shall terminate automatically without any requirement for notice or payment in the event that 1st Option materially breach this agreement.

9. Indemnity

Customers shall indemnify 1st Option against all liabilities, claims, demands, damages, losses, costs and expenses (including legal costs) which may be incurred by or brought against 1st Option in respect of:

• (a) injury to any person or loss of or damage to any property arising out of or in connection with the use by Customers of any Goods and/or Facilities and/or Services as a result of any negligent act or omission by Customers;
• (b) any breach of or non-compliance by Customers of any of its obligations or warranties under the Contract;
• (c) Customers's negligence or willful default;
• (d) any claims from third parties made as a result of its acts or omissions (including relating to infringement of any IPR supplied under or used in connection with the Contract).

10. Health and Safety

Customers and its personnel shall comply with all reasonable relevant health, safety and fire regulations where applicable.

11. Insurance

1. Customers shall arrange and maintain insurance throughout the Contract Period to cover its legal liabilities and the responsibilities imposed by the Contract including but not limited to Public liability insurance with a scope of cover appropriate to the Deliverables supplied under the Contract.
2. Where Customers engages a sub-contractor Customers shall ensure that the insurance requirements extend as necessary to cover the liabilities and responsibilities of the subcontractor under the Contract or that the sub-contractor holds its own appropriate insurance.
3. Customers shall provide to 1st Option, on request, satisfactory evidence of compliance with this clause.
4. 1st Option shall not be liable for any consequential or indirect loss, including any loss of profits revenues and/or business, anticipated savings, whether or not in the contemplation of the parties at the time of entering into the Contract, incurred by Customers as a result of the loss of or damage to the Goods and Facilities (by whatever means) during the course of their
   being hired or loaned by 1st Option.

12. Good Faith/Outside Activities

Customers shall act in good faith towards 1st Option and 1st Option and shall not bring Customers into disrepute.

13. Screen Credits/Advertising Material

If requested by 1st Option, Customers shall use its reasonable endeavours to afford 1st Option a credit in the end roller credits of any programme(s) produced by Customers utilising the Deliverables and in any associated advertising or other material.

14. Expenses

Where the Contract Price does not include travel and subsistence expenses, 1st Option shall be entitled to reimbursement of reasonable related pre-agreed expenses incurred by any person engaged by 1st Option for the performance of the Contract. The level of such expenses shall as agreed between 1st Option and Customers at such time and subject to VAT at the appropriate rate.

15. Payment

Payment for invoiced Goods is due within thirty days of invoice, in the currency of the invoice and drawn on a UK based bank or any other such method as agreed by the Supplier.

16. Confidentiality

1st Option shall not without the written consent of Customers disclose or cause to be disclosed or used at any time during or subsequent to this agreement, any secret or confidential information of Customers or any of its Group Companies or any other information relating to the business, financial or other affairs of Customers, or any of its Group Companies except as required by Customers in connection with 1st Option's performance of the Services or as required by law. This obligation shall survive termination of this Agreement

17. Miscellaneous

• (a) This agreement is personal to Customers and 1st Option, and neither may sell, assign or transfer any duties, rights or interests created in this agreement without the prior written consent of the other;
• (b) Any notice to be given in accordance with the terms of this Agreement shall be given by either party in writing to be served by registered post on the other party;
• (c) This agreement shall be construed and take effect in accordance with the Laws of England and it is agreed by both parties that they shall submit to the exclusive jurisdiction of England.