These Terms and Conditions (Conditions) apply to all orders for the provision of Services that the Customer places with Above All First Aid (company number: 02905789) (Above All First Aid) and sets out all the terms in relation to Above All First Aid supplying Services to the Customer. By signing these Conditions, agreeing a Proposal and/or allowing Above All First Aid to commence the Services, the Customer acknowledges and agrees that it shall be bound by these Conditions.

1.                   DEFINITIONS AND INTERPRETATION

1.1.               In these Conditions:

Contract means any agreement between Above All First Aid and the Customer, for the provision of Services incorporating these Conditions, the Proposal, the Specification and any Order Acknowledgment.

Customer means the person to whom Above All First Aid is to provide the Services pursuant to a Contract, as detailed on the Proposal. 

Customer’s Personnel means any employees, agents, sub-contractors or consultants engaged by the Customer.

Equipment means the Customer’s equipment and machinery as detailed on the Proposal in respect of which Above All First Aid will provide the Maintenance Services.

Goods means any goods, parts, consumables, equipment or other deliverables to be supplied by Above All First Aid to the Customer as part of the Services.

Intellectual Property Rights means patents, trademarks, service marks, registered designs, applications for any of those rights, trade and business names, unregistered trademarks and service marks, copyrights, know-how, rights in designs and inventions, rights in databases and any other rights of the same or similar effect or nature, in each case in any jurisdiction.

Order Acknowledgement means an order acknowledgment submitted by Above All First Aid acknowledging and accepting an order for the provision of Services.

Proposal means the description of the Services to be provided by Above All First Aid which shall comprise the final and agreed proposal or quotation submitted by Above All First Aid.

Services means the services which Above All First Aid is to supply to the Customer as detailed in the Proposal and Specification, and may also include the supply of Goods;

Site means the Customer’s premises where the Services are to be carried out, as detailed in the Proposal.

Above All First Aid Personnel means any employees, agents, sub-contractors or consultants engaged by Above All First Aid to provide the Services; and

VAT means value added tax at the rate prevailing at the time of the relevant supply charged in accordance with the provisions of the Value Added Tax Act 1994.

1.2.               In these Conditions:

1.2.1.          headings are for identification and indexing purposes only and they shall not affect the construction or interpretation of these Conditions.

1.2.2.          words importing the singular meaning shall include the plural meaning and vice versa.

1.2.3.          references to a person shall include natural persons, corporate or unincorporated bodies (whether or not having separate legal personality) and that person’s legal and personal representatives, successors and permitted assigns and references to a party shall mean either Above All First Aid or the Customer as the context requires and parties shall mean both of them; and

1.2.4.          the word including will be construed without limitation unless inconsistent with the context and working days are all days other than Saturdays, Sundays or English public holidays.

2.                   APPLICATION

2.1.               These Conditions alone shall govern and be incorporated in every Contract for the provision of Services made by or on behalf of Above All First Aid. They shall apply in place of and prevail over any terms or conditions contained or referred to in any documentation submitted by the Customer, in correspondence or elsewhere, or implied by trade custom, practice or course of dealing. Any purchase order submitted by the Customer will not be deemed to have been accepted by Above All First Aid unless and until Above All First Aid issues an Order Acknowledgement.

2.2.               Acceptance by the Customer of the provision of the Services shall be deemed to constitute unqualified acceptance of these Conditions.

2.3.               A variation of these Conditions is valid only if it is in writing and signed by a director or authorised representative of Above All First Aid.

2.4.               Any specific terms agreed between the parties and set out in the Proposal shall prevail over the terms in these Conditions.

3.                   PROVISION OF SERVICES

3.1.               The Services will begin on or around the date for provision of the Services as detailed in the Proposal, or such other date as agreed between the parties.

3.2.               Above All First Aid will provide the Services to the Customer in accordance with the Proposal, the Specification and the Order Acknowledgement. The Customer shall ensure that the terms of any applicable Proposal and Specification are complete, accurate and suitable for its own requirements. 

3.3.               Whilst Above All First Aid will use reasonable endeavours to meet any dates or timescale set out in the Proposal or as agreed between the parties, such dates are approximate only, and time of performance is not of the essence of any Contract.

3.4.               Any representations about the Services shall have no effect unless expressly agreed in writing and signed by a director or authorised representative of Above All First Aid. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of Above All First Aid which is not set out in the Contract. 

3.5.               The risk in any Goods shall pass to the Customer upon delivery to the Site.  The title to the Goods shall not pass to the Customer until Above All First Aid receives payment in full for the Goods and Services. If before title to Goods passes to the Customer, the Customer becomes subject to any of the events listed in clause 9.22, then, without limiting any other right or remedy it may have Above All First Aid may require the Customer to deliver up all Goods in its possession and/or enter the Site or other premises where the Goods are stored in order to recover them.

4.                   CUSTOMER’S OBLIGATIONS

4.1.               To enable Above All First Aid to perform its obligations under the Contract, the Customer shall (and where applicable, shall procure that the Customer’s Personnel shall):

4.1.1.          co-operate fully with Above All First Aid and provide Above All First Aid and Above All First Aid’s Personnel with any information that it reasonably requires;

4.1.2.          provide Above All First Aid and Above All First Aid’s Personnel with access to the Equipment and the Site (including such facilities on Site as are reasonably required by Above All First Aid and Above All First Aid’s Personnel);

4.1.3.          provide Above All First Aid and Above All First Aid’s Personnel with copies of any health and safety, security or other policies and procedures with which Above All First Aid and Above All First Aid’s Personnel are required to comply with whilst on Site;

4.1.4.          be fully responsible for the Customer’s Personnel whilst on Site and shall ensure that the Customer’s Personnel do not do any anything which may delay or prevent Above All First Aid from carrying out the Services;

4.1.5.          obtain all necessary licences, permissions and consents which may be required before commencement of the Services;

4.1.6.          keep all Equipment and other Above All First Aid property at the Site safely and at its own risk; and

4.1.7.          notify Above All First Aid as soon as possible in respect of any issues which may prevent or cause a delay to Above All First Aid’s performance of the Services.

4.2.               If Above All First Aid’s performance of the Services or its obligations under the Contract is prevented or delayed by any act or omission of the Customer or the Customer’s Personnel (including any breach of its obligations under this Condition 4, any delay in granting access to the Site or Equipment, any failure to have met all of its preparation obligations or any delay to the timetable of a Project not caused by Above All First Aid,  Above All First Aid shall not be liable for any costs, charges, losses or other liability sustained or incurred by the Customer arising directly or indirectly from such prevention or delay, and Above All First Aid shall be entitled to recover from the Customer any costs or expenses of whatever nature incurred by Above All First Aid as a result of any prevention or delay.

5.                   CHANGES TO THE SERVICES

5.1.               During the provision of the Services Above All First Aid may recommend and/or the Customer may request changes or additions to the Services. In these circumstances, any changes or additions to the Services will be agreed in writing between the parties, such agreement not to be unreasonably withheld or delayed. Above All First Aid shall advise the Customer of any change to the price and the timescale for the provision of the Services that apply to such changed or additional Services, and any other terms and conditions particular to the provision of such changed or additional Services. If these are agreed, the additional services shall be deemed to be included in the definition of Services and provided in all other respects on these Conditions.

5.2.               Above All First Aid may make any changes to the Services from time to time: (i) needed to comply with applicable law or safety requirements; and/or (ii) which do not materially affect the nature or quality of the Services.

6.                   PRICE AND PAYMENT TERMS

6.1.               The price for the provision of Services shall be the price set out in the Proposal or Order Acknowledgement and shall be subject to adjustment in accordance with Condition 5 . Currently Above all First Aid is not VAT registered.

6.2.               Above All First Aid shall be entitled to charge the Customer for any charges outside the Price stated on the Proposal, in respect of any: (i) Goods and/or services additional to those set out in the Proposal; (ii) Services which have been based on assumptions set out in the Proposal, or otherwise agreed with the Customer, or based on information provided by the Customer (for example, the condition of the Equipment), which are not correct (Additional Charges). Additional Charges for Services will be based on Above All First Aid’s standard rates applicable at the time.

6.3.               Above All First Aid may at any time prior to the provision of the Services review, and if necessary, adjust, its prices to take account of any increase or decrease to its costs in providing the Services or supplying the Goods. Where the Price includes the re-charge of Goods which Above All First Aid sources from a third-party supplier, the Customer shall bear the cost of any increase to the same between the date of the Proposal and the date when Above All First Aid actually pays the third party for such Goods.

6.4.               Above All First Aid may revise its Price for training every 12 months or such other period as set out on the Proposal.

6.5.               The Customer shall be liable for the travel, accommodation, sustenance and other reasonable expenses of Above All First Aid’s Personnel in the provision of the Services.

6.6.               Above All First Aid shall be entitled to invoice the Customer for all amounts due under the Contract on or at any time after it has commenced the Services or at such intervals as set out in the Proposal. Payment of the price for the Services and reimbursement of expenses shall be made in pounds sterling in full without deduction or set-off within 30 days of the date of Above All First Aid’s invoice or as otherwise set out in the Proposal. Time of payment is of the essence of a Contract.  No payment shall be deemed to have been received until Above All First Aid has received cleared funds.

6.7.               In the event that the Customer fails to pay any amount due to Above All First Aid by the due date for payment Above All First Aid may: (a) suspend provision of the Services to the Customer; and/or (b) to claim interest at the rate of five per cent. (5%) above the base lending rate from time to time of The Bank of England accruing daily from the due date until receipt by Above All First Aid of the full amount.

6.8                Payment will be proforma and paid in advance prior to the course proceeding. A deposit or full payment maybe requested at placement of contract which will be non-refundable.  A refund or part refund should the course be cancelled or delegates numbers reduce will be at the discretion on Above All First Aid based on notice period of change and onward course financial viability.

6.9                Cancellation of a booked course by either party will not incur any additional charges providing reasonable notice has been given and the course rebooked at a later date.

6.9.1            Above All First Aid cannot be held responsible for any direct or indirect or consequential loss however incurred by the client due to cancellation.

7.                   WARRANTY AND LIABILITY

7.1.               Above All First Aid warrants that the Services will be performed by appropriately qualified and experienced personnel with reasonable care and skill and in accordance with the Proposal provided that:

7.1.1.          Above All First Aid shall be under no liability in respect of any defective equipment on the day.

7.1.2.          Above All First Aid shall be under no liability in respect of any defective equipment arising from fair wear and tear, wilful damage or negligence caused by the Customer, Customer’s Personnel, or persons using the Equipment, abnormal working conditions, incorrect storage, failure to follow Above All First Aid’s instructions (whether oral or in writing), failure to comply with the operating instructions of the Equipment, misuse or alteration or repair of the Equipment without Above All First Aid’s approval;

7.1.3.          Above All First Aid shall be under no liability should the course be delayed.

7.1.4.          Above All First Aid shall be under no liability if the total price of the Services has not been paid by the due date for payment;

7.2.               The warranty set out in Condition 7.1 will be valid for the warranty period set out in the Proposal, or if no warranty period is set out in the Proposal for 12 months.

7.3.               In the event of a valid claim by the Customer under Condition 7.1, Above All First Aid shall investigate the claim and if liability is accepted by Above All First Aid under Condition 7.1 the Customer’s only remedy and Above All First Aid’s only obligation is (at Above All First Aid’s option) to re-perform the Services (or part thereof) free of charge or refund part of the Price, as applicable.

7.4.               Subject to Conditions 7.5 to 7.7, Above All First Aid’s aggregate liability to the Customer under a Contract whether for negligence, breach of contract, breach of statutory duty, misrepresentation, restitution or otherwise shall in no circumstance exceed the Price of the Services to be provided under the relevant Contract.

7.5.               All conditions, warranties and representations expressed or implied by statute, common law or otherwise in relation to the Goods (save for the conditions implied by Section 12 of the Sale of Goods Act 1979 and Section 2 of the Supply of Goods and Services Act 1982) are excluded from the Contract to the fullest extent permitted by law.

7.6.               Nothing in these Conditions excludes or limits Above All First Aid’s liability: (i) for death or personal injury caused by Above All First Aid’s negligence; (ii) for fraud or fraudulent misrepresentation; or (iii) for any matter which it would be illegal for Above All First Aid to exclude or attempt to exclude its liability.

7.7.               Subject to Condition 7.6, Above All First Aid is not liable for: (i) any indirect, special or consequential liabilities; (ii) any pure economic loss; (iii) any loss of anticipated profits, revenue or anticipated savings (iv) any loss of goodwill or reputation; or (v) any loss of management time, howsoever caused.

8.                   FORCE MAJEURE

If Above All First Aid is prevented, hindered or delayed from or in providing the Services in accordance with these Conditions by an event which is beyond Above All First Aid’s reasonable control including acts of terrorism, insurrection, riots, civil unrest and military action, the exercise of emergency powers by any local, regional or national governmental authority, pandemic, fire, flood, earthquake, storm and other natural disasters, industrial action, strikes and lock-outs, blockage or embargo or the failure or delay of supplies of power, fuel, transport, equipment, telecommunications systems, Internet or other goods and/or services (including any third party materials) (a Force Majeure Event) Above All First Aid may, at its option: (a) suspend the provision of the Services while the Force Majeure Event continues; (b) if Above All First Aid has insufficient capacity and/or resources to meet its commitments, apportion available capacity and/or resources between its customers as it decides; or (c) terminate any Contract so affected with immediate effect by written notice to the Customer, and Above All First Aid will not be liable for any loss or damage suffered by the Customer as a result.

9.                   TERM AND TERMINATION

9.1.               The Contract shall continue (unless terminated earlier in accordance with Condition 8 or 9.2):

9.1.1.          in respect of any Project, until completion of the Project; and

9.1.2.          in respect of Maintenance Services, for the initial period set out in the Proposal, or if no initial period is set out in the Proposal, for a period of 12 months, and shall continue thereafter under either party gives to the other no less than three months’ notice, such notice to expire no earlier than the end of the initial period.

9.2.               Above All First Aid may terminate a Contract with immediate effect by notice to the Customer if the Customer:

9.2.1.          is in material breach of an obligation under a Contract (including any failure to pay any sum by the due date) and, if the breach is capable of remedy, the Customer has failed to remedy such breach within a period of 10 days after being given notice by Above All First Aid to remedy the breach; and

9.2.2.          is unable to pay its debts when they fall due, ceases or threatens to cease to carry on business, suffers any event which could be reasonably considered to indicate that it is insolvent or may become so including, insolvent liquidation, declaration of bankruptcy, presentation of a bankruptcy or a winding up petition, appointment of or notice of intent to appoint an administrator, receiver or similar over any of its assets or undertaking, or the Customer suffers any analogous event in any jurisdiction in which it is incorporated or resident.

9.3.               Upon the expiry or termination of this Agreement for any reason:

9.3.1.          Above All First Aid shall be entitled to invoice the Customer for any Services provided (including any Goods delivered to the Customer or ordered by Above All First Aid for supply to the Customer) as at the date of termination or expiry and the Customer shall pay such invoices and any other outstanding invoice within 10 days of the date of expiry or termination;

9.3.2.          Above All First Aid shall be entitled to access the Site to remove any of its plant, equipment or other property on the site and shall be entitled to seize any Goods for which it has not received payment; and

9.3.3.          each party shall within five working days from receipt of a request by the other party return to the other party all original and copy documentation containing Confidential Information of the other party.

9.4.               Termination of this Agreement shall be without prejudice to the accrued rights and liabilities of the parties and shall not affect any continuing obligations of the parties under this Agreement. Without prejudice to that generality, the provisions of Conditions 6, 7, 10, 11, 12, 13 and 14 shall survive the termination of this Agreement for any reason, or the expiry of this Agreement.

 

10.                CONFIDENTIAL INFORMATION

Each party (the Receiving Party) shall treat any Confidential Information relating to the other party (the Disclosing Party) as strictly confidential except to the extent that such Confidential Information can be proved to be within the public domain at the time of disclosure other than as a result of any breach of these Conditions. The Receiving Party shall not disclose such Confidential Information to any third party nor use it for any purpose except as is strictly necessary for the performance of its obligations under the Contract. For the purpose of these Conditions, Confidential Information means all information disclosed (whether in writing, orally or by another means and whether directly or indirectly) by the Disclosing Party

 

to the Receiving Party or otherwise acquired by the Receiving Party in connection with these Conditions or its subject matter whether before or after the commencement of the Contract including information relating to the Disclosing Party’s products, operations, processes, plans or intentions, product information, know-how, trade secrets and other Intellectual Property Rights, market opportunities, business affairs, financial information and other confidential information.

11.                NOTICES

A notice under or in connection with a Contract shall be in writing and shall be delivered personally or sent by recorded or registered delivery post or sent by email transmission to the other party at its last known address or email address. In the absence of evidence of earlier receipt, service of a notice is deemed to have been effected: (a) if delivered personally, when left at the address referred to in this Condition 12; (b) if sent by Special Delivery 9.00am next day post, by 9.00 am the next day; (c) if sent by pre-paid first class post or 24 Signed For, on the second working day after posting it; or (d) if sent by email at the time of its transmission or if the time of transmission is outside 9.00am on a working day, at 9.00 am on the next working day, provided that where notice is sent by email, a copy of the notice must be served on the same day or the next working day in accordance with one of the methods in (a) to (c).

12.                NON-SOLICITATION

The Customer shall not, without the prior written consent of Above All First Aid, at any time from the date of the Contract to the expiry of 12 months after the last date of supply of the Services, solicit or entice away from Above All First Aid or employ (or attempt to employ) any person who is, or has been, engaged as part of Above All First Aid’s Personnel.

13.                GENERAL

13.1.            Above All First Aid may at its discretion sub-contract any of its obligations under this Agreement to any member of its Group without the need to consult with or obtain approval from the Customer (and for the purposes of this Condition “Group” shall mean Above All First Aid’s parent undertakings and each of its subsidiary undertakings and each of its parent undertakings' subsidiary undertakings from time to time (and for the purposes of this definition "parent undertaking" and “subsidiary undertaking” shall take the meanings set out in section 1162 of the Companies Act 2006).

13.2.            Unless otherwise stated in these Conditions, a Contract (and any documents referred to in it) constitutes the entire understanding between the parties in relation to its subject matter and supersedes all prior representations, communications, negotiations and understandings concerning the subject matter of the Contract.  No party has relied on any warranty or representation except as expressly set out in the Contract.

13.3.            The Customer may not assign or transfer or purport to assign or transfer any of its rights or obligations under a Contract without first having obtained Above All First Aid’s written consent.  Above All First Aid may assign a Contract or any part of it to any person.

13.4.            If any Condition of a Contract, (or part of a Condition), is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other Conditions shall remain in force.

13.5.            If any invalid, unenforceable or illegal Condition of a Contract would be valid, enforceable or legal if some part of it were deleted, the Condition shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

13.6.            Nothing in a Contract is intended to confer on any person any right to enforce any Condition of a Contract which that person would not have had but for the Contracts (Rights of Third Parties) Act 1999.

13.7.            The failure by Above All First Aid to exercise or delay by Above All First Aid in exercising any right, power or remedy provided by a Contract or by law does not constitute a waiver of such right, power or remedy or a waiver of any other rights, powers or remedies.  No single or partial exercise of a right, power or remedy provided by a Contract shall prevent any further exercise of the right, power or remedy or the exercise of another right, power or remedy.

13.8.            Each right or remedy of Above All First Aid under a Contract is without prejudice to any other right or remedy of Above All First Aid whether under the Contract or not.

A Contract is governed by, and shall be construed in accordance with, the laws of England and Wales and the courts of England and Wales shall have exclusive jurisdiction to hear and decide any suit, action or proceedings, and to settle any disputes, which may arise out of or in connection with a Contract.