The services to be provided by the A&DC to which these Terms and Conditions relate are set out below. In entering our site you as a user are accepting our terms and conditions. These terms and conditions may be changed or updated at any time. Regular viewing of this page is recommended.
1. General
1.1 ‘A&DC®’ means Assessment & Development Consultants Limited, whose registered address is at 120 Church Street, Brighton, Sussex, BN1 1AU and whose Registered Number is 2202841.
1.2 ‘Client’ means the company, organisation, business, individual or any other person (legal or natural) purchasing or using the ‘A&DC Materials’ as defined below.
1.3 The contract between A&DC and the Client is governed by English law and the parties undertake to submit to the jurisdiction of the English Courts.
2. Intellectual Property Rights (IPR)
2.1 “A&DC Materials” means all works created by or for A&DC including but not limited to exercises (AC-EXS®), tests, training materials, procedures, know-how, proposals, presentations and manuals, and including customised works, whether written or in the form of a video or software program or in any other medium.
2.2 IPR in any off-the-shelf A&DC Materials shall remain vested in A&DC. The Client’s rights to off-the-shelf A&DC Materials are strictly limited to a non-exclusive licence. The Client shall not reproduce or copy or vary or adapt the off-the-shelf A&DC Materials or a substantial part of them by any means or in any way whatever.
2.3 IPR in any customised (‘Bespoke’) A&DC Materials that are specifically developed or created for the Client will be vested in the Client; save that A&DC will retain ownership of any proprietary pre-existing A&DC Materials which become embedded in such A&DC Materials. The Client shall have a free and irrevocable licence to make use of any such Bespoke A&DC Materials for their own purposes subject to prior written agreement between A&DC and the Client and on the condition that A&DC’s invoices for related development and creative work have been paid in full, but shall not publish or circulate the A&DC Materials outside of the Client’s organisation or for purposes not specified and agreed in writing between A&DC and the Client, or re-sell them to any third party.
3. Fees and Terms of Payment
3.1 All fees detailed in this Proposal are valid for 60 days from the date of submission.
3.2 A&DC invoices are submitted at least monthly in arrears unless agreed otherwise. Payment is due 30 days from date of invoice and A&DC reserves the right to charge interest at the rate of 3% over the prevailing Bank of England base lending rate on the invoice price from the due date until the date A&DC is in receipt of funds. Fees and expenses are subject to the addition of Value Added Tax at the prevailing rate, when applicable.
3.3 Expenses for travel, accommodation, subsistence, materials printing, conference hire and any other items will be re-charged to the Client at the rates set out in this Proposal and invoiced as per paragraph 3.2.
3.4 Charges for cancellation or postponement before the commencement of an event or activity are made in accordance with the following notice periods:
Notice Provided Cancellation Fees
- More than 30 days - Zero
- 14 to 29 days - 50% of original fees
- Less than 14 days - 100% of original fees
Notice Provided Postponement Fees
- More than 30 days - Zero
- 14 to 29 days - 25% of original fees
- Less than 14 days - 50% of original fees
In addition, any non-recoverable expenses incurred by A&DC whilst organising the cancelled event or activity will be charged to the Client.
4. Disclosure
4.1 Neither party shall use or disclose to a third party any information concerning this contract or the business of the other party without the prior written consent of the other party, unless ordered to make such a disclosure by a competent court of law or other empowered tribunal or authority or unless otherwise required to do so by law. Each party will ensure its employees, sub-contractors and agents are bound by this clause, which shall not restrict the use of information lawfully in the public domain.
4.2 Where disclosure is ordered or required in pursuance of any obligations under the Freedom of Information Act 2000, the disclosing party shall inform the other party where such a disclosure has been ordered or is required.
4.3 Both parties shall at all times comply with the requirements of the Data Protection Act 1998.
5. Non-solicitation
5.1 The parties agree that during the term of the contract neither shall seek to recruit staff or personnel employed or otherwise engaged by the other party by any means other than by proper placement of advertisements in the normal course of the recruiting party’s business. In the event that either party breaches this condition, the defaulting party shall pay to the affected party all unavoidable and reasonable costs incurred by the affected party including but not limited to a sum equal to the gross salary of the employee or the consultant due under any relevant notice period.
