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Oxford Computer Group UK standard terms and conditions

1. General

These Terms and Conditions shall apply to all work carried out in the provision of services to the Customer, by Oxford Computer Group Worldwide Ltd (“OCG”), trading as Oxford Computer Group UK, and as Oxford Computer Training.

An OCG offer or quotation for services is only binding on the Customer when OCG receives the Customer’s written request to proceed, an OCG booking form or work order form is signed by the Customer, or OCG accepts a purchase order. If the Customer’s own internal administration requires it to issue a purchase order or purchase order number to facilitate payment to OCG, it is the Customer’s responsibility to so advise OCG in writing on or before authorisation to proceed/commencement of services, and upon receipt of such requirement OCG is entitled to withhold any commencement of services until such is received, such delay being without any liability attaching to OCG.

No additions or modifications of these Terms and Conditions shall have effect unless expressly agreed in writing by both parties and expressed to be amendments to these Terms and Conditions for the work to which they apply. OCG’s employees or agents are not authorised to make any representations whatsoever concerning the provision of services unless formally confirmed by OCG in writing. The Customer acknowledges that it does not rely on, and waives, any and all actual or alleged rights arising from any representations which are not so confirmed.

2. Facilities and Access

The services to be provided by OCG require the co-operation and assistance of the Customer and, whilst OCG will use reasonable endeavours to meet any required timescales, the Customer undertakes to provide timely access to the necessary and suitably qualified personnel within the Customer’s organisation to enable OCG staff to perform their work, the Customer also undertakes to make available suitable facilities such as office space, computer, printing etc. (for work done on site), and suitable remote access facilities (for work done remotely). The Customer recognizes that work will be carried out remotely, expect where remote work is impossible, or on site work is necessary – and then only by mutual agreement.

3. Ownership and Confidentiality

The Customer acknowledges that the ownership of any documentation or code produced by OCG and any and all intellectual property rights relating thereto are and shall remain vested in OCG unless otherwise agreed in writing. Any intellectual property of the Customer remains with the Customer and (subject to clause 10) nothing under this Agreement is or intends to vest such rights in OCG and insofar as they included in any material prepared by OCG. Customer grants OCG, on behalf of the Customer Companies, a royalty-free licence to use such intellectual property necessary for OCG to deliver the services to Customer.

Unless expressly stated otherwise the Customer receives a perpetual, royalty-free licence to use documentation or code provided by OCG for the Customer’s own internal purposes. The Customer accepts that OCG may re-use sections of the documentation or lines of code in other applications, but the complete application as delivered to the Customer will not be made available to other customers of OCG without the specific written permission of the Customer. Documentation or code is produced for use as specified and OCG retains the right to charge the Customer for licences to use the application on any further systems or sites.

Both OCG and the Customer agree to treat information received from the other in connection with the services as the confidential information of the other and/or its licensors and, save as hereinafter provided, the receiving party shall not use or disclose such save as is necessary in connection with the provision of the services. Notwithstanding the foregoing, the restrictions as to confidentiality shall not apply to information which was rightfully in possession of the receiving party free of restriction and/or already public knowledge, or becomes so, other than by breach of this provision by the receiving party and/or is or was obtained from a third party by the receiving party free of restriction and/or is shown to have been independently developed by the receiving party.

4. Fees

The fee for the provision of the services by OCG to the Customer shall be that set out in OCG’ work order form.

Fees are quoted exclusive of both reasonable expenses and VAT or similar applicable taxes, which amounts shall be additional. The Customer shall pay the VAT (or equivalent tax) at the rate and in the amount required by law at the time. Additionally, the Customer will pay for all expenses incurred by OCG in performance of the work, such expenses including, but not being limited to, those set out in clause 5.

5. Expenses

Unless stated otherwise in the applicable offer/quotation, booking form or work order, the Customer will reimburse OCG for:

  • Standard class rail travel
  • Economy class air travel, except for long haul flights which will be at business class
  • A reasonable standard of hotel accommodation
  • Motor vehicle expenses at the current HMRC mileage rates
  • Taxis
  • Reasonable subsistence expenses
  • Reasonable out of pocket expenses

6. Payment

Payment of all sums due by the Customer to OCG shall be due on the dates, if any, stated in the OCG offer/quotation, booking form or work order and for training in advance of the course commencing or, if none, within 30 days of the date of the applicable invoice. In the event of failure to pay, OCG reserves the right to charge the Customer interest upon the sum outstanding at the rate of 5% above the Bank of England Base Rate such applying from the due date to the date payment is actually received, plus any costs of recovery. OCG is entitled, at its option and without any liability, to suspend any further services until payment in full of any overdue amount has been made.

7. Liability

Each party shall indemnify the other in respect of personal injury or death caused by its negligence to the extent required by English law, and nothing shall operate to exclude or restrict such liability.

Other than in respect of personal injury or death caused by its negligence, the total liability of either party to the other which is directly caused by its negligence shall be limited in aggregate to £1,000,000.

The total liability of OCG to the Customer for any other direct breach of the services shall be either to re-perform the services in order to correct the breach at no additional charge to the Customer or, at OCG’s option, the aggregate value of the affected services concerned.

Notwithstanding any other provision herein, neither party shall be liable to the other for loss of profit, business revenue, goodwill or anticipated savings, loss or spoiling of data or any incidental, special, indirect or consequential loss or damage of whatever nature, howsoever caused, whether occurring in contract, tort, negligence or otherwise.

The Customer is responsible for providing a safe working environment for OCG staff at the Customer location.

OCG shall, in the event of the unavailability of any member of its staff, use all reasonable endeavours to provide suitable alternative personnel to provide the services, but if it has done so will not be held liable for a failure in this regard.

8. Termination

Either party may, by notice in writing to the other, cancel all or any part of the contract for the provision of services forthwith in the event that the other party enters into liquidation (whether voluntary or compulsory) or has a receiver or administrative receiver appointed over all or any part of its assets or undertaking or is the subject of any petition presented to the Court for the appointment of an administrator.

In the event of any breach by the Customer of these Terms and Conditions, all outstanding sums properly due from the Customer to OCG shall immediately become payable.

9. Cancellations and Postponements

OCG may upon receipt of cancellation or postponement notice (other than as in Clause 8) in whatever form charge the Customer if the Customer cancels services already entered into, payment of such charge being due as in Clause 6. If such relates to training, the Customer will be required to pay the full price if the notice received is 20 business days or less. For all other services the Customer agrees to recompense OCG in respect of losses incurred by OCG as a result of cancellation or postponement for each week or part week cancelled according to the number of prior weeks notice received by OCG for services in that week:

Period of Prior Notice Received by OCG Fee
5 days or less 100%
5 – 10 days 50%
11 – 14 days 25%

10. Publicity

Customer grants to OCG the non-exclusive, royalty free right to use Customer’s trade marks in its publicity and promotional material. For the avoidance of doubt, OCG shall not do or fail to do any act or thing whereby the Customer’s reputation or goodwill associated with such trade marks is likely to be prejudiced.

Customer shall indemnify OCG against all claims, loss, liabilities, damage or cost incurred in connection with any claim brought by a third party relating to the use of the trade mark by OCG.

11. Enticement

During the continuance of the provision of these services and for a period of 12 months following termination the Customer hereby undertakes not to employ, subcontract or otherwise engage employees used by OCG in the provision of the services without the prior written consent of OCG. Breach of this condition will render the Customer liable to pay OCG liquidated damages equal to 6 months’ gross final OCG salary for the person concerned.

12. Whole Agreement

These Terms and Conditions, together with such amendments as have been expressly agreed in writing by both parties as being amendments to these Terms and Conditions, together with OCG’s offer/quotation for services or if applicable the OCG booking/work order form signed by the Customer and attachments thereto, is the entire agreement between the parties and supersedes all prior communications, representations and agreements relating to the subject matter hereof, whether written or oral, and the parties acknowledge that no reliance is placed on any communications, representations or agreements made but not embodied in this agreement and waive any right they may have in respect of any misrepresentation not contained herein unless such misrepresentation was made fraudulently and/or to rescind this agreement.

13. Governing Law and Dispute Resolution

The construction, validity and performance of this agreement shall be governed by English law, and save as hereinafter provided the parties hereby submit to the exclusive jurisdiction of the English courts. Before resorting to the courts the parties shall first endeavour to reach an amicable settlement (save where reference is made pursuant to a claim for injunctive relief) as follows:

Either party may give written notice of any dispute not resolved in the normal course of business, and within 5 days of receipt of such notice representatives of both parties shall meet at a mutually acceptable time and place to exchange information and attempt to resolve the dispute, such representatives being firstly the account managers and, if not resolved, escalated 10 days after to the commercial or finance managers and if not resolved within a further 10 days escalated to the OCG managing director and the Customer Project Director. Reference to the courts shall only occur after exhaustion of this escalation procedure, subject always to both parties agreeing to continue with the dispute resolution.

The application of the Contracts (Rights of Third Parties) Act [1999] under English law is expressly excluded from this Agreement.

Terms and conditions of website

Using this website indicates that you accept these terms and conditions which take effect the day you use of the website. If you do not accept these terms and conditions, do not use this website.

Use of site and copyright restrictions

You may view and download the materials at this site only for your personal, non-commercial use, provided that you retain all copyright and other proprietary notices contained in the original materials on any copies of the materials. You may not modify the materials at this site in any way or reproduce or publicly display or distribute or otherwise use them for any public or commercial purpose.

Any use of these materials on any other website or for any purpose is prohibited. The materials at this site are copyright Oxford Computer Group UK and unauthorized use of any materials may violate copyright, trademark, and other laws. If you breach any of these terms, your authorization to use this site automatically terminates and you must immediately destroy any downloaded or printed materials.

Links to other web sites

Links to third party websites are provided for convenience only. If you use these links, you will leave this site. We are not responsible for any of these sites or their content. We do not endorse them, or any information or other products or materials found there, or any results that may be obtained from using them.

Disclaimer

The materials on this site are provided ‘as is’ without any guarantees of any kind. We do not warrant the accuracy and completeness of the materials at this site. We may make changes to the materials at this site, or to the information, products and prices described in them, at any time without notice.

Limitation of liability

In no event will we, our suppliers, or other third parties mentioned at this site be liable for any damages whatsoever (including, without limitation, those resulting from lost profits, lost data or business interruption) arising out of the use, inability to use, or the results of use of this site, any websites linked to this site, or the materials or information contained at any or all such sites, whether based on warranty, contract, tort or any other legal theory and whether or not advised of the possibility of such damages. If your use of the materials or information from this site results in the need for servicing, repair or correction of equipment or data, you assume all costs thereof. Applicable law may not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.

Applicable laws

This site is administered by us from our offices in the UK. We make no representation that materials on this site are appropriate or available for use outside the UK, and access to them from territories where their contents are illegal is prohibited. If you choose to access this site from outside the UK, you do so at your own risk.

Intellectual property

The names, images and logos owned by us or third parties and their products and services are subject to copyright.

Changes to the terms

We may revise these terms at any time by updating this page.