The Contract is entered into between the Client and Praxis42 Limited on the basis of the terms stated below.

Interpretations In these Terms and Conditions:

Contract means the contract for the provision of the services and products specified in the proposal and the terms and conditions document (P42-L13060).

Client means the person, firm, company or organisation named on this document for whom Praxis42 has agreed to provide the specified services and products in accordance with these terms.

Tariff means the fees required for the delivery of the specified services and products as set out in section 2.

Praxis42 means Praxis42 Limited whose registered office is at Mercury House, Hadleigh Enterprise Park, Crockatt Road, Hadleigh IP7 6RJ. Registered in England No.4152524

Charges means the charges shown on the tariff section of this document.

Services include the analysis of Client training requirements, development of media and content, tailoring or bespoking products and production and delivery and integration of SCORM objects into a Clients LMS.

Products include the ‘Off the shelf’ eLearning modules, bespoke or tailored ‘Off the shelf’ eLearning modules, the e solutions platform (eSP) that launches, records and reports on the training and other online products,the Workstation Assessment (WA+) and Driver Assessment (DA+) tool.

Licenses are the number of unique users who will gain access to the Products either via the eSP or in a SCORM object supplied to the Clients LMS and does not confer any ownership of the content, graphics or software.

The headings in these terms and conditions are for convenience only and shall not affect their interpretation.

Supply of the Specified Services and Products
Praxis42 agrees to provide eLearning services and products as detailed in the attached proposal (“the Services”). Praxis42 contracts on these conditions only and they shall override any other terms and conditions stipulated or incorporated by the Client in its order or in any negotiations. Variations or representations will only be binding on Praxis42 if confirmed in writing by an authorised officer of Praxis42.

In providing eLearning services and products Praxis42 undertakes to provide competent employees and independent consultants. The products are provided as demonstrated, described in the marketing material posted on www.Praxis42.com and as defined in these terms. Any changes, variations, tailoring, bespoking or amendments to the eLearning modules or the eSP shall be at cost to the Client. The cost will be based on the proposal and scope of work provided to the Client. Any costs shall be determined in relation to any changes, variations, bespoking or amendments requested by the Client and shall be agreed with the Client before proceeding. Once complete the Client will be asked to sign off the bespoke or tailored product to confirm that it meets their requirements. There will be a period of 30 days from the point of acceptance of the bespoke or tailored version in which the Client may bring to the attention of Praxis42 any content issues or errors that did not meet the initial scope of work

If after the period of 30 days the Client has not notified Praxis42 of any problems, Praxis42 will assume acceptance of the products. After this 30 day time period, Praxis42 will charge for any work required or requested.

Where a client has purchased a SCORM, bespoke or tailored version product with a support and maintenance package, Praxis42 will notify clients of any major updates that have occurred to health, safety and environment legislation or improvements regarding best practice. Clients will be upgraded and a new package made available to them for their own integration as part of the support and maintenance fee.

Clients who use the Praxis42 eSP will be notified of any changes or updates or enhancements to the ‘off the shelf’ versions of the products and at renewal will be offered the opportunity to update their versions. Where a change in legislation occurs clients will be offered the updates to affect at the date of the intended changes.

If a client reports a problem which is causing a system or application failure, the problem will be reviewed and addressed by a member of the services and or technical support team within 48 hours of being notified of the problem. Where the problem is caused by the software, Praxis42 will endeavour to fix the problem and offer an update as soon as is reasonably possible.

Support is available via email 09.00hrs to 17.00hrs (GMT), Monday to Friday except Bank Holidays.

Where server downtime is required to undertake upgrades or critical maintenance is required then the eSP may be unavailable for a period of time and the clients will be notified of such changes and the likely duration.

Setup costs and any costs of IT support to enable the Client to use the products either on-line or delivered using the Clients own IT server or system shall be separately charged and agreed with the Client as part of the charges.

The products have the capability of generating a printed certificate by the trainee at the end of the training. Replacement certificates can be supplied at the cost of £30 each.

The Client may either appoint a System Administrator(s) to manage the eSP and undertake other activities or appoint Praxis42 to act as System Administrator. Where Praxis42 acts as System Administration the charges shall be agreed with the Client before proceeding.

Any changes, additions to the specified services, products or these Terms shall be notified to the Client at least 30 days in advance of the change(s) coming into effect. Praxis42 may at any time without notifying the Client make changes to the specified services or products which are necessary to comply with any applicable safety or statutory requirements or which do not materially affect the nature or quality of the specified service.

The contract shall commence on the date agreed. Prior to the end of the agreed contract period a renewal notice will be sent by email and the contract will be automatically renewed for the same period and invoiced unless notice of cancellation is received prior to the contract expiring.

Praxis42 without prejudice to any remedy it may have against the Client for the breach or non performance of any of the provisions of this contract may by notice in writing forthwith determine this contract if the Client:

• shall let any payment due become overdue in whole or in part and in the case of a renewal the payment and commencement date will revert to the anniversary date;
• is guilty of any serious or wilful or persistent neglect of its obligations hereunder;
• is in breach of any of the terms of this contract (which in the case of a breach capable of remedy is not remedied by the Client within 30 days of receipt by the Client of a notice from Praxis42 specifying the breach and requiring its remedy);
• a resolution is passed or a Court Order made resolving or ordering the Client to be placed into liquidation or ordering that an administrator be appointed over all or any of its assets;
• shall have a receiver or administrative receiver is appointed over all or any of the assets of the Client;
• (being an individual) has a petition in bankruptcy entered against him; or
• ceases or threatens to cease to carry on trading.

Charges

Invoices will be submitted when the services or products are ordered. Invoices shall be payable within 30 days. In the case of overdue payment, Praxis42 may charge interest on the amount overdue calculated on a daily basis at the rate of 3% per month without prejudice to any other rights of Praxis42. Payment on or before the due date is of the essence of the contract. All payments due from the Client under these Conditions shall be made without any set off, deduction or deferment of any nature.
The Client warrants that any input material and its use by Praxis42 for the purpose of providing the specified service will not infringe the copyright or other rights of any third party and the Client shall indemnify Praxis42 against any loss, damages, costs, expenses or other claims arising from such infringement.

Cancellation and Delay

The Client may not cancel the contract without the prior written consent of Praxis42 and subject to the Client making payment to Praxis42 in respect of any work carried out or for the products delivered or preparation to deliver the products. In the event the Client wishes to modify, amend or change the scope of the Services or Products agreed Praxis42 may perform such Services or provide such Products at its discretion. In this event the Client agrees to allow Praxis42 to make reasonable modifications to the Terms of Praxis42’s proposal including, but not limited to, completion dates and prices if Praxis42 deems such changes to be necessary to perform those Services or provide the Products as modified, amended or changed. If the modifications require Services valued at a greater amount than is remaining to be delivered under this Contract, the charges for any additional Services beyond the Client’s original commitment will be governed by Praxis42’s prevailing rates.

Any time lost and not re-assignable as a result of prevention from or delay in proceeding with the Services through or principally through any act or neglect on the part of the Client (or its agents or sub-contractors) shall be charged by Praxis42 at the prevailing rate.
In the event that a renewal of the service is not agreed Praxis42 will close access to the eSP and provide a CD record of the training and assessments undertaken during the life of the contract arrangements. Further copies will be charged at £495 each however the records will be deleted after 30 days of the account closing.

Confidentiality

Both parties will keep confidential all information relating to the other’s business which may become known during the life of the contract provided that this restriction shall not apply to information which is in the public domain or to information which the party is compelled by law to disclose. All confidential information disclosed by one party to the other during the term of this agreement will be safeguarded and kept confidential to at least the same extent the parties safeguarded confidential material relating to their own business and in particular the price and any negotiated terms.
All notes and memoranda of any confidential information made by or on behalf of Praxis42 during the life of the contract shall be the property of the Praxis42 upon the termination or expiry of this contract.

Intellectual Property

The property and any copyright or other intellectual property rights in any input material shall belong to the Client.

The property and any copyright or other intellectual property of the Services and Products belong to the Praxis42 subject only to the right of the Client to use the Services and Products for the purposes of utilising the specified service.

Praxis42 warrants that the products will not infringe the copyright or other rights of any third party and Praxis42 shall indemnify the Client against any loss, damages, costs, expenses or other claims arising from any such infringement.

Praxis42 are granted the right to use the clients name or logo in any sales or marketing literature or their website unless expressly instructed otherwise.

Liability

Praxis42 shall bear no liability for loss, damage or delay howsoever arising caused in circumstances outside its control including (but not limited to) Acts of God, war, strike, civil commotion, work to rule or go slow, over time bans, lock outs, fire, flood, drought or inability to procure materials or articles except at increased prices due to any of the foregoing causes and loss of key staff or independent consultants involved in the provision of the Services and Products (and in these circumstances may suspend or cancel the whole or part of the Services). If such an event occurs, Praxis42 will notify the Client as soon as convenient and, where appropriate, a reasonable extension to any delivery date or alternative provision of the products will be mutually agreed to if delivery of the Services and Products is still possible in the opinion of Praxis42.In no event shall either party be liable to the other for indirect or consequential loss or damage. Neither party excludes or limits liability for death or personal injury resulting from their negligence.

Subject to the above clause, the liability of either party in contract, tort (including negligence or breach of statutory duty) or otherwise arising by reason of or in connection with this Agreement shall be limited to £1,000,000 in respect of any one incident or series of related incidents in any period of twelve months.

Warranty and Indemnification

Praxis42 warrants that any Services and Products shall be provided with reasonable skill and care. Praxis42’s liability under this warranty shall be limited to making available free of charge the labour and materials required to make good any failure to perform the Services with reasonable skill or care. Praxis42’s liability is also conditional upon written notice of the defect being given to Praxis42 within 14 days after discovery of the same and in any event within 6 months after the date of performance of completion of the Services. This warranty is given in lieu of and shall be deemed to exclude all other warranties and conditions whether express or implied whether arising by common law, statute or otherwise other than that relating to title to goods supplied. The Services and products are supplied on the basis that the Client is neither a consumer nor deals as a consumer The Client agrees to indemnify Praxis42 against all claims in respect of any loss damage or expense (including without limitation death or personal injury caused by negligence) sustained by any staff of or independent consultants used by Praxis42 in connection with the supply of the Services.

General

No failure or delay by either party in exercising any of its rights under the contract shall be deemed to be a waiver of that right and no waiver by either party of any breach of the contact by the other shall be considered as a waiver and any subsequent breach of the same or any other provision. These terms and conditions constitute the entire agreement between the parties, supersede any previous agreement or understanding and may not be varied except in writing between the parties. All other terms, expressed or implied by statute or otherwise are excluded to the fullest extent permitted by law.

A notice required or permitted to be given by either party to the other under these terms shall be in writing addressed to the other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice. Any dispute arising under or in connection with these terms or the provision of the specified service shall be referred to arbitration by a single arbitrator appointed by agreement, or (in default) nominated on the application of either party by the President for the time being of the Suffolk and North Essex Law Society.

English Law shall apply to the contract and these parties agree to submit to the non-exclusive jurisdiction of the English court