Standard Terms and Conditions

1. Application

These Conditions apply to all sales of goods by TMS Training Solutions Limited (“the Seller”) to any purchaser (“the Buyer”) and shall apply in place of and prevail over any terms or conditions contained or referred to in the Buyer’s order or in correspondence or elsewhere or implied by trade, custom, practice or course of dealing unless specifically agreed to in writing by a director or other authorised representative of the Seller.  Where the Seller provides services to the Buyer this shall be on the Seller’s Standard Consultancy Service Terms. Copy available on request.

2. Quotations

A quotation by the Seller does not constitute an offer and the Seller reserves the right to withdraw or revise the quotation at any time prior to the Seller’s acceptance of the Buyer’s order.

3. Prices

The prices payable for the goods shall be those agreed with the Seller. Unless otherwise specified VAT and any other tax or duties payable by the Buyer shall be added to the price.

4. Terms of Payment

  • 4.1
    Payment will be due in full upon receipt of invoice which will be issued prior to or on the course commencement date.
  • 4.2
    Where a customer fails to pay before the course (if applicable), the place will be forfeited and the cancellation terms applied.
  • 4.3
    Where a credit agreement is in place, invoices are due for payment within those agreed terms. Payment terms will be displayed on all invoices.
  • 4.4
    Punctual payment of invoices and other amounts payable is part of the customers’ contractual obligations.
  • 4.5
    Failure to pay an invoice within the agreed timescales will result in the agreement being repudiated by the customer.
  • 4.6
    TMS Training Solutions Limited reserves the right to claim interest and recover any debt recovery costs under the late payment legislation if we are not paid according to agreed credit terms.
  • 4.7
    TMS Training Solutions Limited reserves the right to suspend further work if an invoice has not been paid by the due date.
  • 4.8
    Where genuine doubts arise around the financial stability of a customer, TMS Training Solutions Limited reserves the right, without liability, to suspend work until payments have been made.
  • 4.9
    TMS Training Solutions Limited reserve the right to share your personal information with 3rd party debt collection agencies, for the purposes of financial recovery, should you fail to settle your invoice in full within the agreed payment terms.

5. Specifications and Information

All materials supplied by the Seller are confidential and shall not be disclosed to any third party without the Seller’s written consent.

6. Intellectual Property

  • 6.1
    All intellectual property rights in the services or arising from the contract shall remain with TMS Training Solutions Limited.
  • 6.2
    The reproduction of any material provided by TMS Training Solutions Limited in order to perform the contract by the customer is strictly forbidden and TMS Training Solutions Limited will take legal action should this happen. TMS Training Solutions Limited would deem this as a breach of contract by the customer.
  • 6.2
    The reproduction of any material provided by TMS Training Solutions Limited in order to perform the contract by the customer is strictly forbidden and TMS Training Solutions Limited will take legal action should this happen. TMS Training Solutions Limited would deem this as a breach of contract by the customer.

7. Liability

  • 7.1
    The Seller’s aggregate liability to the Buyer whether for negligence, breach of contract, misrepresentation or otherwise shall in no circumstances exceed an amount equal the cost of the defective, damaged or undelivered goods which give rise to such liability as determined by the net price invoiced to the Buyer in respect of any occurrence or series of occurrences.
  • 7.1
    In no circumstances shall the Seller be liable to the Buyer for any special, indirect, or consequential loss or loss of profits.

8. Customer Cancellation Clauses

  • 8.1
    The notice period for cancellation is applicable from the date that written notice is received by TMS Training Solutions Limited.
  • 8.2
    Any cancellation fee is based on a percentage value of the invoice, and the number of days prior to the requested cancellation is due to occur.
  • 8.3
    The following fees apply:
    More than 21 days prior to the course commencing  = 0% of invoice value due.
    10 – 21 days prior to the course commencing = 50% of invoice value due.
    Less than 10 days prior to the course commencing = 100% of invoice value due.

9. TMS Training Solutions Limited Cancellation Clauses

  • 9.1
    We endeavour to avoid making any changes to training courses.  We do however reserve the right to change the following should a circumstance arise where it is necessary to do so:

    • Change venues or lecturers without liability.
    • Cancel a course at any time without liability. In these circumstances, delegates will be offered an alternative date or a full refund.

10. Force Majeure

The Seller shall not be liable to the Buyer for any loss or damage which may be suffered by the Buyer as a direct or indirect result of the supply of goods by the Seller being prevented, hindered, delayed or rendered uneconomic by reason of circumstances beyond the Seller’s control. These shall include but not limited to Act of God, war, riot, strike, lock-out, trade dispute or labour disturbance, accident, break-down of plant or machinery, fire, flood, storm, difficulty or increased expense in obtaining workmen, materials or transport or other circumstances affecting the supply of the goods or of raw materials for them by the Seller’s normal source of supply or the manufacture of the goods by the Seller’s normal means or the delivery of the goods by the Seller’s normal means.

11. Insolvency and Default

If the Buyer enters into a deed of arrangement or commits an act of bankruptcy or compounds with its creditors or if a receiving order is made against it or if (being a company) an order is made or a resolution is passed for the winding up of the Buyer (otherwise than for the purposes of amalgamation or reconstruction previously approved in writing by the Seller) or if a receiver or administrator is appointed, of any of the Buyer’s assets or undertaking or if circumstances arise which entitle the Court or a creditor to appoint a receiver or manager or administrator or which entitle the Court to make a winding-up order or if the Buyer takes or suffers any similar or analogous action in consequence of debt or commits any breach of this or any other contract between the Seller and the Buyer the Seller may without prejudice to any of its other rights stop any goods in transit and/or suspend further deliveries and/or by notice in writing to the Buyer terminate the contract.

12. Waiver

Failure by the Seller or enforce any rights under these conditions shall not be deemed to be a waiver of any such right nor operate so as to bar the exercise or enforcement of them at any time later.

13. Notices

Any notice under these conditions shall be deemed to have been duly given if sent by prepaid first class post to the party concerned at its last known address and such notices shall be deemed to have been given seven days after despatch.

14. Governing Law

The contract shall be governed by and construed in accordance with the Laws of England and the parties submit to the exclusive jurisdiction of the English courts.