ITKCL

1.

INTRODUCTION

1.1

The terms and conditions set out in this document ("Conditions") apply to each agreement entered into between ITKCL Limited ("Company") for the provisions of Information Technology and Human Resources training, development and consultancy Services (IT/HR Services) and/or document management, document design and software support services ("Knowledge Services") which are supplied to a person, firm or company ("Client" "Member").

1.2

Clauses 3, 4 and 5 of these Conditions apply only to Clients receiving IT/HR Services from the Company.

1.3

Clauses 6 to 10 (inclusive) of these Conditions apply only to Members who receive Knowledge Services from the Company

1.4

The Conditions shall apply to all agreements for the provision of IT/HR Services and Knowledge Services to the exclusion of all other terms and conditions unless the Company has expressly agreed to the contrary in writing.

1.5

These Conditions may be amended by the Company from time to time.

1.6

By entering into an agreement or by agreeing to use IT/HR Services or Knowledge Services, the Client is accepting to be bound by all of the Conditions.

2.

SCOPE OF WORK

2.1

The Company and the Client will agree the IT/HR Services or Knowledge Services to be performed or provided by the Company ("Scope of Work") from time to time which together with the Conditions will constitute the entire agreement ("Contract"). In the absence of any written agreement to the contrary, the Conditions will prevail.

2.2

The Scope of Work may be amended from time to time by mutual consent by writing to the Company and the Client.

2.3

The Client agrees to assist the Company by making available to the Company all relevant information ("Information") which is necessary for the performance of the Scope of Work.

2.4

The Company accepts no liability regarding the accuracy or content of any Information provided by the Client.

2.5

The Company will use its reasonable endeavours to perform the Scope of Work within a specified time frame. However, time is not of the essence for the performance of the Services.

2.6

The Company shall be entitled at its discretion to delegate the performance of the whole or any part of the Services to any consultant or sub-contractor. Where the Company uses a consultant or sub-contractor the Company will ensure that the individuals have the necessary skills, experience and/or qualifications to provide the Services.

2.7

Only the Directors of the Company and no other party or representative of the Company are entitled to agree the Scope of Work and fee structure.

3.

IT/HR SERVICES: FEES

3.1

The Client shall agree the pricing structure and fees with the Company, which will be confirmed in writing in the Scope of Work ("IT/HR Fee Structure").

3.2

The Company reserves the right to negotiate or revise the revise the IT/HR Fee Structure if the Client changes the requirements so as to involve changes in the agreed workload.

3.3

The Client will be responsible for all expenses at any course venue, including refreshments made available to participants.

3.4

VAT - All fees are subject to the addition of VAT at the current rate at the time of issue of the invoice.

3.5

Expenses and Disbursements - The Company's fees do not include the following ("Expenses"):

3.5.1

Train travel (1st class)

3.5.2

Air Travel (Business or Club class)

3.5.3

Car Travel (rates will be stated in Scope of Work if applicable)

3.5.4

Accommodation and food expenses (including the evening before the 1st day of any course and during any course)

3.5.5

Additional copies of course materials (at cost)

3.5.6

Any materials supplied, including graphics, artwork, videos and other materials (at cost)

3.5.7

Courier costs

3.5.8

Telephone and fax charges (as agreed in the Scope of Work).

4.

IT/HR SERVICES: PAYMENT TERMS

4.1

The Company will invoice, the Client for the IT/HR Services upon confirmation of booking. The invoice must be paid at least 14 days in advance of the commencement date for the Scope of Work ("Commencement Date").

4.2

Save as provided in clause 4.1, the Client shall pay all invoices in full within 14 days net of the date of the invoice and the Client shall not be entitled to off-set the payment of any invoice with any monies due to the Client by the Company.

4.5

Time for payment of the invoice shall be of the essence of the Contract and if the Client fails to make due payment of any money owed by it, the Company may withhold the performance of all Services to be rendered to the Client until payment has been received in full.

4.6

In the event of non-payment or late payment, the Company reserves the right to charge interest on outstanding amounts at a rate of 2% per month over the base rate of [Barclays Bank Plc] which shall be payable on all overdue accounts. All debt collection and legal charges will be added to the amount due.

5.

IT/HR SERVICES: CANCELLATION CHARGES

5.1

In the event that the Client terminates the Contract or cancels any part of the IT/HR Services, for whatever reason, then the Client must pay to the Company a cancellation charge as follows:

Date notification received by the Company		Amount of IT/HR Fee Structure due
More than 28 days prior to Commencement Date		20%
15-28 days prior to Commencement Date		50%
0-14 days prior to Commencement Date		100%

5.2

In the event of cancellation or termination the Client must also reimburse the Company for any expenses the Company has incurred which would otherwise have been paid by the Client under the IT/HR Fee structure.

6.

KNOWLEDGE SERVICES: MEMBERSHIP

6.1

In these Conditions "Site" means the web site and software hosted by the Company which the Client may be permitted to access as part of the Knowledge Services.

6.2

If the Company agrees to provide Knowledge Services in the Scope of Work or otherwise permits access to the Site authorised membership is required.

6.3

All individual Members must be at least 18 years of age.

6.4

All Members must refrain from accessing the Knowledge Services whilst in countries that prohibit trade relations with individuals, firms, organisations or companies in the United Kingdom.

6.5

Members are bound by the Company's Code of Conduct, Privacy Policy ("Policies") and Ground Rules document. The Policies form part of these Conditions. Copies of the Policies can all be found on the Company's web site or can be obtained from the Company directly. The Company reserves the right to amend the Policies from time to time.

6.6

Members will be allocated a username and password for accessing the Site and Knowledge Services. The Member must keep their username and password confidential at all times and are responsible for all activities that occur under their username and password.

6.7

The Company is not responsible for any loss that Members may incur as a result of any unauthorised access of their account or password.

6.8

The Company may use information provided by Members as described in the Company's Privacy Policy.

6.9

Members must provide true, accurate registration information and must inform the Company with 14 days of any change in details.

6.10

Membership shall run for the term specified on the Order Confirmation, commencing on the commencement date but shall be renewable thereafter automatically unless written notice of three months is given by either party.

6.11

In the event of cancellation, or termination, (which must be given in writing with three months notice) the member must reimburse the Company for any expenses the Company has incurred which would otherwise have been paid by the member for work carried out or services provided. The annual membership fee is non-refundable.

7.

KNOWLEDGE SERVICES: TERMS OF USE AND WEB SITE ACCESS

7.1

The Company is not responsible for the truth, accuracy, completeness, safety, timeliness, legality or applicability of anything said or written by Members.

7.2

The Company is not responsible for Members' use of and/or exchange of information or files.

7.3

Members are solely responsible for, and will exercise caution, discretion and judgement in using the Knowledge Services and Site and in disclosing personal information.

7.4

Members disclose personal information to other Members at their own risk.

7.5

Members are responsible for paying for any necessary software licences and/or ISP fees and those fees are not included in the Company's fees.

7.6

Members assign to the Company all right, title and interest in any material, ratings, suggestions and/or comments submitted by them as part of any Member feedback system.

8.

KNOWLEDGE SERVICES: PROHIBITED ACTIVITIES

8.1

Members must not use the Site for any purpose that is unlawful, fraudulent or contrary to these Conditions and must cooperate fully with the Company to investigate any suspected unlawful, fraudulent or improper activity, including but not limited to granting authorised Company representatives access to any password protected portions of the Member's account.

8.2

Members must not use the Site in any manner that could constitute harassment to another Member or could interfere with any other Member's use or enjoyment of the Site.

8.3

Members must respect the privacy of other people and not use the Site to make any rude or abusive or defamatory comments.

8.4

Members must not attempt to gain unauthorised access to any other Member's account information or any computer systems or networks associated with the Knowledge Services and Site.

8.5

Members must not modify, adapt, translate, reverse engineer, decompile, disassemble or attempt to discover the source code of the Site or the username or convert or translate the Site to a human perceivable form.

8.6

Members must not lend, transfer or otherwise dispose of their username and password to any third party or otherwise allow other parties to use, or have access to, the Site.

8.7

Members must not copy or use any portions of the Site without the Company's prior written authorisation.

8.8

Members must not transmit junk mail, spam, chain letters, unsolicited mass distribution of email/bulletin board postings or solicitation for employees, consultant, contractors, or for participation on other web sites.

8.9

Members must not encourage or instruct any other individual to do any of the foregoing or to violate any of these Conditions.

9.

KNOWLEDGE SERVICES: LIMITATION

9.1

The Company makes no representation or warranty that the operation of the Site will be error free.

9.2

The Company has no liability for any interruption or delay in access to the Knowledge Service or Site irrespective of the cause, or for any loss of revenue, or any other direct or indirect damage or claims caused.

9.3

The Site may provide links to other web sites other than those owned by the Company. Such links are provided for reference only and the Company is not responsible for and does not endorse any of the material on any such web sites.

9.4

The Company has no responsibility for any communications between Members made through the Site, including any implied warranty of quality, availability, merchantability, fitness for a particular purpose or non-infringement.

9.5

The Company accepts no responsibility for the content or accuracy of any material submitted by Members or other third parties.

10.

KNOWLEDGE SERVICES: PAYMENT TERMS

10.1

Unless otherwise specified in the Scope of Work, the Company will invoice the Client and the Client will pay on a monthly basis. The Company will invoice the Client for the first payment no later than 14 days before the Commencement Date and payment must be received by the Company on or before the Commencement Date.

10.2

Save as provided in clause 10.1, the Client shall pay all invoices in full within 30 days net of the date of the invoice and the Client shall not be entitled to off-set the payment of any invoice with any monies due to the Client by the Company.

10.3

Time for payment of the invoice shall be of the essence of the Contract and if the Client fails to make due payment of any money owed by it, the Company may withhold the performance of all Knowledge Services and access to the Site may be denied until payment has been received in full.

10.4

In the event of non-payment or late payment, the Company reserves the right to charge interest on outstanding amounts at a rate of 2% per month over the base rate of [Barclays Bank Plc] which shall be payable on all overdue accounts. All debt collection and legal charges will be added to the amount due.

11.

INTELLECTUAL PROPERTY

11.1

The copyright in all manuals, workbook, worksheets, hand-outs, videos and other work produced by or assigned to the Company rests with the Company unless duly assigned under the Copyright Design and Patents Act 1988.

11.2

The copyright, trademarks, and all other intellectual property rights subsisting in or used in connection with the Knowledge Service and Site are the property of the Company, except for existing copyright and trademarks owned by the Client.

11.3

Any material in which the Company has copyright may not be copied, hired, re-sold or in any other way be reproduced by or on behalf of the Client without the prior written consent of the Company.

11.4

The Client warrants that none of their products or services breaches any intellectual property rights of any third party.

12.

TERMINATION

12.1

Either party may terminate the Contract by giving not less than 30 days written notice to the other party.

12.2

The Contract may be terminated immediately by mutual agreement of the parties in writing.

12.3

Notwithstanding clause 13.1, either party shall be entitled to terminate the Contract immediately by giving written notice:-

12.3.1

if either party commits a material breach of the Contract which is not (if capable of remedy) remedied within 60 days of such notice to the reasonable satisfaction of the first party (and a material breach shall include the failure to pay any fees or payments due hereunder); or

12.3.2

if either party becomes insolvent or is otherwise unable to pay its debts as they fall due within the meaning of s.123 Insolvency Act 1986.

12.4

Upon termination of the Contract for Knowledge Services, for whatever reason, the Client shall cease using the Site.

12.5

In the event that invoices which have been duly rendered remain outstanding after 30 days, the Company reserves the right to suspend performance of the Scope of Work or to terminate the Contract immediately by written notice without prejudice to any outstanding liabilities.

13.

DATA PROTECTION
The Client is registered as a data user with the Information Commissioner, and has taken all appropriate steps to ensure that all processing of personal data by the Client complies with the provisions of the Data Protection Act 1998.

14.

EQUIPMENT AND PROPERTY

14.1

Materials, equipment or property belonging to the Client which have been made available to the Company to enable them to perform the IT/HR Services or Knowledge Services will at all times remain at the sole and entire risk of the Client and the Company will not accept any liability for them.

14.2

Materials, equipment or property belonging to the Company which have been made available to the Client or its participants will at all times remain the property of the Company. The Client will take all reasonable measures to ensure that such equipment is not damages, lost, stolen or destroyed whilst at the course venue and should such an event happen the Client will be responsible for the cost of replacing the relevant materials, equipment or property.

15.

GENERAL LIMITATION OF LIABILITY

15.1

Although the Company may provide the Client or the participants with suggestions or ideas in respect of their HR procedures the Client acknowledges that they are under no obligation to use such suggestions and the ultimate decision rests with the Client. It is the Client's responsibility to determine whether any such ideas or suggestions meet with the Client's requirements and that they comply with the Conditions set out herein.

15.2

The Company accepts no responsibility or liability whatsoever for any indirect, special or consequential loss or other damages howsoever caused or any liability arising from the availability of IT/HR or Knowledge Services or products provided or made available by the Client except in the case of personal injury or death caused solely by the Company's negligence.

15.3

In the event that the Company is found to be liable, the Company's liability shall be limited to the fees which have been agreed to be paid within the Fee Structure.

16.

INDEMNITY

16.1.

The Client shall indemnify and keep indemnified the Company against any or all proceedings, claims, damages, losses, expenses or liabilities which the Company may incur or sustain in the course of performing their IT/HR or Knowledge Services specified in the Scope of Work.

17.

CONFIDENTIALITY

17.1

The Company and Client both acknowledge that they are not to disclose any confidential information relating to the other party during or after the term of appointment to any person, firm or company without the other party's prior written consent unless it is to be used in performing the Scope of Work.

17.2

Nothing in clause 17.1 of these Conditions shall apply to any confidential information which :-

a.	at the time of disclosure is in the public domain;

b.	after disclosure, comes into the public domain for any reason except the failure to comply with these Conditions;

c.	is disclosed by the other party, its directors, employees or advisors on a non-confidential basis expressly noted in writing as such;

d.	was lawfully in possession prior to its disclosure by the other party;

e.	is lawfully received from a third party without any breach of a confidential relationship with the other party;

f.	either party is required to disclose, retain or maintain by law or any regulatory or government authority.

18.

GENERAL PROVISIONS

18.1

If any part of these Conditions or the Scope of Work are found void and unenforceable, it will not alter the validity of the remainder of the Contract, which shall remain valid and enforceable according to its terms. The parties shall meet and discuss in good faith the void and unenforceable provisions and shall substitute therefore a lawful and enforceable provision which so far as possible results in the same economic effects.

18.2

The Contract represents the entire understanding between the parties and shall supersede any and all previous discussions, correspondence, understandings and communications (whether written or oral) between the parties with respect to its subject matter. The Contract may not be amended, varied, supplemented or otherwise modified except by an instrument in writing signed by all the parties.

18.3

The Company, but not the Client, may assign, charge, delegate or transfer all or any part of its benefits or obligations hereunder on one months' written notice.

18.4

Any notice given by the Company shall be in writing and may be sent by pre-paid first class post, fax or e-mail to the Client's given correspondence addresses or the principal place of business.

18.5

Any notice given by the Client shall be sent via email to consult@itkcl.com. The date of receipt shall be deemed the date on which such notice is transmitted.

18.6

Neither party shall be liable to the other for any failure to perform or delay in performance of its obligations hereunder caused by any circumstances beyond its reasonable control including without limitation inaccessibility of the Internet, government action, war, act of God, all types of industrial disputes, lock-outs and strikes whether of their own employees of those of any third party.

18.7

There shall be no waiver of any term, provision, or condition of the Contract unless such waiver is evidenced in writing and signed by the waiving party. No omission or delay on the part of any party hereto in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or privilege preclude any other or further exercise thereof or of any other right, power or privilege. The rights and remedies herein provided are cumulative with and not exclusive of any rights or remedies.

19

GOVERNING LAW
All agreements from time to time entered into between the Company and the Client (including these Conditions) shall be governed by and construed in accordance with English Law and any proceedings arising hereunder shall be submitted to the exclusive jurisdiction of the English Courts.