Terms & Conditions
Titans Security Limited
Standard Terms and
Conditions of training services
These terms set out the basis of the Company (“us”) acting for you and
override any other terms or conditions previously agreed between us. We
pursue a plain English policy in the Company. If there is anything set
out here which you do not fully understand then please let us know and
we will clarify it.
Quotations given verbally will not be binding upon us unless confirmed
in writing. Written quotations are valid for one month.
We may book your acceptance of our quotation on a provisional basis, but
if we do not receive written confirmation of full acceptance by hand,
post, fax or e-mail from an authorised person within 48 hours of
provisional acceptance then our quotation will automatically lapse. We
will confirm an agreed order in writing to you.
These terms and conditions form the basis of this Contract between the
Company and yourself. We would ask you to sign the attached booking form
constituting the contract between us (“the Contract”) before we start
undertaking our training and development services (‘the services’) to
your chosen delegates (‘the delegates’), which will then be binding on
each of us. No variations or alterations to the terms and conditions are
acceptable unless agreed in writing between us. You confirm by signing
this that you have not been induced into entering the Contract except on
the terms set out here.
4. Payment & Cancellation
All payments for services booked by us must be made in full by the
earlier of 14 days of invoice date and the actual date of delivery of
services. Payment shall be made by cheque, BACS, PAYPAL or by any other
If you cancel services booked by us by notice in writing prior to the
due date of delivery, you remain responsible for payment to us for the
agreed charges subject to the following discounts:
Notice given Discount
Less than 7
No refunds or discounts may
be given due to the non-attendance of any delegate at the point of
delivery of services for whatever reason. We will accept substitute
delegates provided we receive notice from you in writing of such
substitution before delivery of services commences.
We are happy to postpone the agreed date of delivery of services
provided that we receive a request for this in writing no less than 10
days before the agreed date and provided that the new date for the
delivery services is scheduled to start within two months of the
original date. If, however, you subsequently cancel, the discounts given
by us above will only apply in connection with and from the original
The Company reserves the right to exclude any delegate from receiving
services when that delegate is being disruptive or unruly. In such
circumstances, no refund may be given.
We undertake to carry out the services referred to in the Contract
attached to these terms and conditions of service, more fully described
in it. The Company normally provides services between the hours of 9.00
a.m. and 5.30 p.m. Mondays to Fridays except on bank and public
We reserve the right to postpone delivery of services. If we have to
cancel delivery of services, we have no other liability to you other
than return of the agreed payment.
The levels of performance given by the Company in this Contract are
estimates and unless previously agreed in writing, time will not be of
the essence in such performance.
The Company shall not be obliged to work outside its normal working
hours except by prior written agreement and at such rates as are agreed.
The Company shall not be liable to you or any third party for any delay
or failure to perform its obligations if this is due to causes beyond
the Company’s control.
The Company shall not be responsible for providing services beyond the
ambit of the parameters set out in the Contract. We need all necessary
information, clear instructions and adequate access to personnel and
premises in order to properly perform the services under this Contract.
If these are not readily given, we reserve the right to revise our
completion dates and our charges accordingly.
Where the services are being delivered at your premises or premises
under your control, you are responsible for ensuring that all
facilities, premises and materials are fully compliant with statute and
recognised industry standards and are fully insured.
7. Charges and costs
If you fail to make any payments as specified in the Contract by the
agreed date then, without prejudice to any other remedy the Company may
have, we may be entitled to a) stop providing the services under this
Contract and b) charge interest at the rate of 4% above the base rate of
the Royal Bank of Scotland Plc from time to time from the date the
monies were due to the date of actual payment such interest to be
compounded on a quarterly basis.
All sums referred to in the Contract are exclusive of Value Added Tax
which will be added to the sums due and will be payable at the same time
Unless we have agreed otherwise, you are responsible for reimbursing us
for all reasonable travelling and subsistence expenses properly incurred
in carrying out our services on your behalf. Any monies we have to
expend in paying third parties for the performance of the services will
be charged to you as disbursements incurred by us on your behalf.
Any damage or breakages to property owned by the Company caused by any
of your delegates in the course of delivery of the services will be
payable by you.
All monies due from you including VAT are payable to us without any
deduction by way of set off counterclaim or other charge.
If you wish to vary the terms of the agreed services set out in this
Contract, we shall need to consider the full particulars from you of any
variations you need together with any further information that we may
We will not be obliged to accept any variations but may, at our
discretion decide to consider the variations you have suggested and
respond by sending a written quotation to take these into account. In
those circumstances, you will have the choice of either accepting the
new quotation or confirming in writing that you wish the original terms
of this Contract to apply.
In any event, we will be entitled to make a reasonable charge based on
time and materials for considering such variations and preparing a
quotation as stated above. If the consideration of any variation to the
Contract is sought by you, there will be deemed to be created an
automatic extension of time for the company to perform its obligations
under this Contract, whether it is varied or not.
We reserve the right to vary performance of the services in compliance
with any statutory requirements.
We are entering into this Contract on the basis that, firstly, you are
in a much better position than us to know what any consequential loss
might be from the services we provide; secondly, that you are aware that
the potential extent of damage which might be caused by any breach of
the Company’s services is disproportionate to our charges under this
Contract; and, thirdly, both parties are anxious to keep costs down to a
realistic level in carrying out the services.
In such circumstances, the liability of the Company for any loss of
damage caused by the manner in which we carry out our services must
involve limiting or excluding such liabilities. These consist of the
a. We have no obligation or duty or liability to you beyond that of
exercising reasonable skill and care in undertaking the services.
b. These express terms take place of all warranties, conditions, terms,
undertakings and obligations implied by statute or custom, usage of
dealing or otherwise to the full extent to which they are permitted by
c. We will not be liable for loss arising from any failure by you to
keep and maintain up to date security copies of all computer programmes
and data in accordance with best computing practice.
d. We are not liable to you for any economic loss, direct or indirect,
whether arising from profits, business, lost savings or any other factor
even if we had been previously advised of such potential loss.
e. No claims whether in tort, contract or misrepresentation may be made
if notified by either party against the other in writing more than two
years after a cause of action has arisen.
f. Save for and subject to any valid claim made under clause 9 (g) in no
circumstances will any claim for damages, misrepresentation or tort
exceed the sums payable under this Contract.
g. Our employees have professional liability cover for claims made for
damages in connection with their carrying out the services and their
certificates are available for inspection. The level of cover is £4
million for any one incident within any given 12 month period. In no
circumstances will we be liable for any loss incurred by you which
exceeds this liability cover figure.
h. The defences, exclusions, indemnities and limitations set out in this
clause shall have full effect notwithstanding any termination, breach or
repudiation of the Contract.
Please note that you must inform us in writing at the earliest
opportunity of any incident which gives rise to or may give rise to
a claim against us for personal injury or death or loss or damage to
All delegates use the Company's premises including without limitation
its car parking areas at their own risk
This Contract can be terminated by either party in writing if the other
party commits a breach of its terms and they are not remedied within 30
days after notice in writing identifying the breach and demanding that
it be remedied (if capable of remedy).
Either party can immediately terminate the agreement in writing if the
other party becomes insolvent or makes a voluntary arrangement with
creditors, or become subject to an administration order or is dissolved
or is wound up or suffers a statutory demand or a presentation or
petition for bankruptcy or a receiver or administrative receiver is
appointed over any assets or if there is any distress for rent or other
execution against any assets or if any court judgements are made against
If we reasonably believe that any of these events may apply to you, we
may suspend performance of our services until we verify the position. In
such circumstances, the times set out for our performance under the
Contract will be extended accordingly.
On the expiration or earlier termination of this Contract, the rights
and obligations between us under the Contract will automatically
terminate without prejudice to any accrued rights of action either party
may have against the other including payment of monies due and interest
on such monies unless expressly preserved under these terms and
During the contractual term of this agreement and for a period of 12
months after its contractual expiration date, each of us mutually agree
not to recruit any staff (including employees, associates,
sub-contractors, consultants and self employed persons) from the other
party who have been introduced to the other side under the terms of this
Contract. This restriction will, however, not apply to members of staff
who have applied for positions genuinely arising or advertised by either
party or to members of staff who have left the employment of either
party for a period of more than six months from the termination of this
Contract or any extension of this Contract.
If we create any copyright, work or design in the course of carrying out
the services under this Contract in which any legal or moral rights may
subsist then these shall be our absolute property. By entering into this
agreement you agree to waive all rights in such copyright work or
Neither of us shall divulge information to any third party (except our
respective employees on a need to know basis) or as required by law or
by regulatory authority unless that party has the prior written consent
of the other. This shall not apply to matters which were already
previously known to that party or are within the public domain or which
are of a non-confidential nature. Each of us will ensure that our
respective employees and other workers are aware of and comply with such
confidentiality and will indemnify the other against any loss or damage
arising from breach of confidence by any employee.
Any notice required or allowed to be given under these terms and
conditions will be in writing addressed to the other party at the
address stated in this Contract unless notified in writing subsequently.
Service shall be deemed to have been given 48 hours following service by
first class post and proof of posting pre-paid. Notice by email or fax
transmission shall be deemed to be served immediately.
No waiver or concession under this agreement to be taken as a waiver or
concession on any subsequent breaches.
We reserve the right to perform any of the services under this Contract
through any contractor or sub-contractor.
If any part of these terms proves to be illegal or unenforceable, the
other provisions of these terms shall continue in full force and effect.
The Contract is not assignable by you but may be assigned by us in
The Contract does not create a partnership between us or authorise
either of us as agent for the other.
Any third party referred to in these terms shall have no rights under
The Contract will be governed by and construed in accordance with the
laws of England and the parties will submit to the exclusive
jurisdiction of the appropriate court geographically closest to our
If you agree these terms and conditions would you please return one copy
of the Contract with your signature endorsed upon it.
If you are an unincorporated business and there are more than one of
you, each of you must sign.
If you are signing for a private limited company, we are entitled to
assume that the signature is by an authorised person to bind the
company. If we have indicated on the booking form that a guarantee for
the company is required, then your signature as guarantor will operate
not only to bind the company but also constitute a guarantee by you
personally for the performance of the company under the Contract with
primary liability and not simply as surety.