Terms and conditions

These terms and condition together shall apply to, and shall govern, the provision by gha.com Ltd. of consultancy and educational services as described in the Quotation or the Contract.

a. Definitions

a.1. “Agreement” means these terms and conditions.
a.2. “Breach of Duty” means the breach of any (i) obligation arising from the express or implied terms of a contract to take reasonable care or exercise reasonable skill in the performance of the contract or (ii) common law duty to take reasonable care or exercise reasonable skill (but not any stricter duty)
a.3. “Charges” means the charges to be paid by the customer for the services and which are specified in the quotation and/or the contract.
a.4. “Customer” means the recipient of services from gha.com Ltd.
a.5. “Liability” means liability in or for breach of contract, breach of duty (including negligence), misrepresentation, restitution or any other cause of action whatsoever relating to or arising under or in connection with the entering into, performance, non-performance or wrongful performance of this agreement, including liability expressly provided for under this agreement or arising by reason of the invalidity or unenforceability of any term of this agreement (and for the purposes of this definition, all references to “this agreement” shall be deemed to include any collateral contract).
a.6. “Order” means an order for services placed by customer pursuant to the quotation and which shall be subject to these terms and conditions.
a.7. “Quotation” means the quotation for the services submitted by gha.com Ltd. to customer, to which these terms and conditions shall apply.
a.8 "Contract" means the contractual agreement between gha.com Ltd. and customer covering service provision
a.9. “Services” means the services to be provided by gha.com Ltd. as specified in the quotation and/or contract.
a.10. “Third Party Services” means third party training courses set out in the quotation and/or contract.
a.11. “Timetable” means the estimated timetable in accordance with which gha.com Ltd. will perform the services as specified in the quotation and/or contract.

b. Application

b.1. These terms and conditions shall constitute the entire agreement between the parties, and shall supersede and exclude any previous communications, representations or agreements between the parties, whether oral or written, relevant to the services.
b.2. Customer acknowledges and agrees that no representations were made prior to the entering into of this agreement and that, in entering into this agreement, it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently or innocently made) of any person (whether party to this agreement or not) other than as expressly set out in this agreement.
b.3. Neither party has any right of action against the other in respect of any untrue statement (written or oral) made to it in respect of this agreement (except a fraudulent misrepresentation or any untrue statement as to a fundamental matter including a misrepresentation as to a matter fundamental to a party's ability to perform this agreement).
b.4. Customer's additional or different terms and conditions shall not apply. Customer's acceptance of the quotation or the services and/or use of or licence of any products supplied by gha.com Ltd. will constitute customer's acceptance of these terms and conditions, which may not be changed except by a written amendment signed by an authorised representative of each party.

c. Obligations of gha.com Ltd.

c.1. gha.com Ltd. shall use all reasonable efforts to provide the services in accordance with the timetable, but shall not be liable for failure to meet the timetable.
c.1. gha.com Ltd. may select any suitably qualified person(s) including subcontractors to perform the services. gha.com Ltd. shall be responsible for the performance of any subcontractors which it appoints.

d. Obligations of customer

d.1. Customer acknowledges that gha.com Ltd.'s ability to perform the services is dependent upon customer's full and timely co-operation with gha.com Ltd. as well as the accuracy and completeness of any information and data customer provides to gha.com Ltd..
Therefore, Customer shall:
d.1.1. provide gha.com Ltd. with access to, and use of, all information, data, documentation, computer time, facilities, working space and office services deemed reasonably necessary by gha.com Ltd. to provide the services; and
d.1.2. appoint a representative who shall provide professional and prompt liaison with gha.com Ltd., have the necessary expertise and authority to commit customer, and be available at all times when the services are being provided by gha.com Ltd. at customer's premises.
d.2. Customer shall be responsible for maintaining an external procedure for reconstruction of lost or altered files, data, or programmes to the extent deemed necessary by customer, and for actually reconstructing any such materials.

e. Force majeure

e.1. gha.com Ltd. shall not be liable for delays or failure in performance due to unforeseen circumstances or causes beyond gha.com Ltd.'s reasonable control, including but not limited, to any industrial dispute. In the event of such non-performance continuing for more than three (3) months, either party may terminate the provision of further services by giving written notice thereof to the other party.
e.2. Should any delay be caused by the default, act or omission of customer or customer's servants, agents, employees or subcontractors, then gha.com Ltd. may recover any additional costs, charges or expenses incurred by gha.com Ltd. as a result of such delay.

f. Charges and payment

f.1. The Charges are as stated in the quotation and are valid for thirty (30) days from the date of the quotation. The charges exclude (British) Value Added Tax (VAT).
f.2. Customer shall pay all invoices within ten (10) days from the date of invoice. Should any sum due to gha.com Ltd. remain unpaid after ten (10) days from the date of written notice to the customer, gha.com Ltd. shall not be obliged to continue performance of the services under the quotation with customer. gha.com Ltd. shall be entitled to interest on the amount due at the rate of three (3) per cent per annum above the National Westminster Bank’s base rate ruling from time to time, calculated from the date due, and to recover its expenses including legal fees and costs of collection.
f.3. gha.com Ltd. shall have the right to change payment terms specified herein at any time, if customer's financial condition or previous payment record so warrants.

g. Cancellations/changes

g.1. In the event the customer wishes to cancel services ordered from gha.com Ltd., such cancellation must be made in writing. gha.com Ltd. reserves the right to charge for all work completed at time of cancellation. Should the customer give notice of cancellation of ten (10) working days or less, customer will be liable to pay to gha.com Ltd. 100% (one hundred per cent) of the charge for the services cancelled.
g.2. In the event customer wishes to transfer the services to another date, then subject to customer giving gha.com Ltd. at least ten (10) working days written notice gha.com Ltd. will use reasonable efforts to accommodate such a request. If the customer gives gha.com Ltd. less than 10 working days written notice to request a transfer the customer will be liable to pay gha.com Ltd. a fee of 30% (thirty per cent) of the original price quoted to transfer the Services to another date.
g.3. Customer may request other changes to the services quoted but such changes shall only become effective if agreed in writing by both parties, setting forth the implications on price and time scale.
g.4. Substitution of delegates from the same company by the customer will be allowed upto the commencement of the course without charge.

h. Confidential information

h.1. Each party shall protect against any unauthorised disclosure of the information of the other party which is clearly designated in writing as being confidential (hereinafter referred to as "Confidential Information") by using the same degree of care as it takes to preserve and protect its own confidential information of a similar nature but in no event shall this be less than a reasonable degree of care. Such obligation shall continue for the duration of the Agreement and for two (2) years thereafter.
h.2. In the event of oral disclosure of confidential information, such information shall be treated in accordance with the terms of this clause from the time of disclosure, but the information disclosed shall be summarised in writing, marked as being Confidential Information and sent to the other party within ten (10) working days of the initial oral disclosure.
h.3. A receiving party shall not be required to treat as confidential any information which is already in its possession, or becomes publicly available, is independently developed by it, or is lawfully obtained from third parties without restriction on disclosure.
h.4. gha.com Ltd. may pass confidential Information to gha.com Ltd. and its subsidiaries in which event:
h.4.1. these companies may only use the confidential Information for the purposes of this clause; and
h.4.2. gha.com Ltd. hereby warrants that these companies will abide by the terms of this clause.
h.4.3. the disclosing party warrants that it has the right to disclose any confidential information provided to the other pursuant to the provision of the services.
h.4.4. in the event of termination of the order the receiving party shall destroy or return to the disclosing party all confidential information received pursuant to the provision of the services together with all partial or complete copies thereof.

I. Intellectual property rights

i.1. All copyright and other intellectual property rights existing prior to the date of the order shall vest in their originator absolutely.
i.2. Customer hereby grants gha.com Ltd. a non-exclusive, world-wide, royalty-free licence to customer's pre-existing copyright and other intellectual property rights to the extent necessary for gha.com Ltd. to perform its obligations under the order and will indemnify gha.com Ltd. fully against any breach of this clause.
i.3. Customer warrants that it is able to grant gha.com Ltd. all necessary rights and licences in respect of any third party intellectual property rights licensed to customer to the extent necessary for gha.com Ltd. to perform its obligations under the order and will indemnify gha.com Ltd. fully against any breach of this Clause.
i.4. gha.com Ltd. shall own all intellectual property rights, title and interest in any ideas, concepts, know-how, documentation or techniques developed hereunder. gha.com Ltd. hereby undertakes to grant customer upon request on such terms as may be agreed such licence(s) as are necessary to enable customer to make use of the same solely for customer's own internal purposes.
i.5. All documentation, educational material, including but not limited to assembled and individual items, web pages, graphics, designs, photos, source codes and texts and all other written information in any form, including electronic, provided by gha.com Ltd. prior to or during supply of the services are protected by gha.com Ltd. copyright. All such materials are provided for the sole use of customer and may not be copied or reproduced in any form without the prior written consent of gha.com Ltd.. All authorised copies shall carry gha.com Ltd.'s approved copyright notice.
i.5.1 With the exception of documentation, educational material, including but not limited to assembled and individual items, web pages, graphics, designs, photos, source codes and texts and all other written information in any form, including electronic provided under the GNU documentation license.

j. Warranties

j.1. gha.com Ltd. shall perform the services in a professional manner in accordance with generally recognised commercial practices and standards.
j.2. Save as expressly set out in this clause j, all other conditions, warranties, undertakings, representations and other terms of any kind whatsoever, express or implied (whether by statute, common law or otherwise), in respect of the subject matter of this agreement are hereby excluded by gha.com Ltd. to the fullest extent permitted by law and gha.com Ltd. shall have no other obligation, duty or Liability whatsoever to customer. Without prejudice to the generality of the foregoing, gha.com Ltd. specifically disclaims all warranties or conditions implied by law concerning satisfactory quality and/or fitness for purpose and/or as to description to the fullest extent permitted by law.
j.3. gha.com Ltd. offers no warranty or condition of any kind in respect of third party services. gha.com Ltd. hereby assigns to the extent legally assignable any rights which gha.com Ltd. may have under any warranties given by any third party in respect of third party services and gha.com Ltd. agrees to provide reasonable assistance to the customer (at the customers sole cost and expense) for the purpose of enforcing the customers rights under any such warranties.

k. Limitation of liability and remedies

k.1. The customer acknowledges and agrees that it has accepted the terms of this agreement in the knowledge that gha.com Ltd.’s liability is limited and that the prices and charges payable have been calculated so as to reflect such limitations and thus represent a reasonable and commercial allocation of risk between the parties.
k.2. This clause k prevails over all other clauses and sets forth the entire liability of each party to the other and all other liability, subject to clause k.3, is hereby excluded.
k.3. gha.com Ltd. does not exclude or limit liability for: (i) death or personal injury including to the extent that such injury results from its negligence (as such term is defined in the Unfair Contract Terms Act 1977); or (ii) any breach of any undertaking as to title, quiet possession and freedom from encumbrance implied by law; (iii) any fraudulent misrepresentation on the part of gha.com Ltd.; (iv) Part 1 of the Consumer Protection Act 1987; or (v) any other Liability that cannot be excluded by law.
k.4. gha.com Ltd. does not exclude (but for the avoidance of doubt does limit) liability for any fundamental misrepresentation, including any misrepresentation as to a matter fundamental to its ability to perform its obligations under this agreement, on the part of gha.com Ltd..
k.5. Except as provided in clause k.3, gha.com Ltd. shall have no liability for loss of or damage to tangible property (including real property) save to the extent it arises due to the negligence of gha.com Ltd., its employees, subcontractors or agents acting within the course of their employment during the performance of its obligations under this agreement.
k.6. Except as provided for in clause k.3, gha.com Ltd.'s total Liability shall not exceed:
k.6.1. in respect of liability for loss of or damage to tangible property (including real property) the sum of £1,000,000 (one million pounds) for any one event or series of connected events; and
k.6.2. in respect of all other liability, 110% (one hundred and ten percent) of the total amount paid or payable by customer under this agreement.
The limitation of Liability under this clause k.6 has effect in relation both to any Liability expressly provided for under this agreement and to any liability arising by reason of the invalidity or unenforceability of any term of this Agreement.
k.7. gha.com Ltd. shall not be under any liability for:
k.7.1. loss of actual or anticipated profits;
k.7.2. loss of goodwill;
k.7.3. loss of business;
k.7.4. loss of revenue or of the use of money;
k.7.5. loss of contracts;
k.7.6. loss of anticipated savings;
k.7.7. loss of data and/or undertaking the restoration of data or software restoration;
k.7.8. any damages relating to the procurement by customer of any substitute goods or services (i.e., "cost of cover");
k.7.9. any travel and/or accommodation expenses;
k.7.10. any special, indirect or consequential loss.
and such liability is excluded whether it is foreseeable, known, foreseen or otherwise. For the avoidance of any doubt, clauses k.7.1 to k.7.8 above apply whether such damage or loss is direct, indirect, consequential or otherwise.
k.8. Nothing in this agreement shall affect the statutory rights of any consumer
k.9. Customer agrees to indemnify gha.com Ltd. in respect of any loss, damage or injury caused to the property of gha.com Ltd. or its employees or any third party's property used by gha.com Ltd. for the delivery of the services, whether at the customer site or any other site specified by the customer, by the conduct, act or omission of any delegate, employee, servant or agent of the customer.
k.10. Without prejudice to the provisions of clause k.3, the only remedy available to customer for breach of this agreement shall be for breach of contract under the terms of this agreement.
k.11. For the avoidance of doubt, gha.com Ltd. shall not be liable for any third party services.

l. Non-solicitation

l.1. Neither party shall directly or indirectly solicit or offer employment to any of the other party's personnel associated with the services performed hereunder while such services are being performed and up to six (6) months after completion of the services or termination of the order whichever is later.
l.2. In the event of any breach of this clause the party in breach shall pay compensation to the other party equivalent to three (3) months of the new employee's gross salary.

m. Duration and termination

m.1. Either party may terminate the order, by notice in writing, in the event of:
m.1.1. breach by the other of any material obligation hereunder and failure to remedy such breach within 30 (thirty) days of receipt of written notice to do so; or
m.1.2. any proceedings in bankruptcy, insolvency or winding up by or against the other party or the appointment of an assignee for the benefit of creditors or of a receiver or of any similar situation arising.
m.2. Upon termination customer shall pay gha.com Ltd. for all Services performed and charges incurred up to the date of termination. Should the sum of such amounts be less than any advance payment received by gha.com Ltd., gha.com Ltd. shall refund the difference within 30 (thirty) days of receipt of an invoice from customer.

n. Miscellaneous

n.1. gha.com Ltd. may provide the same or similar services to other customers.
n.2. Customer may not assign any rights or obligations without gha.com Ltd.'s written consent.
n.3. Any software installed or included in any of the services shall be licensed from gha.com Ltd. under gha.com Ltd.s standard software licence terms or such other licence terms as accompany the software.
n.4. Any required notices shall be given in writing at the registered address of each party or such other address as either party may substitute by written notice to the other.
n.5. gha.com Ltd.'s failure to exercise any of its rights hereunder shall not constitute or be deemed a waiver or forfeiture of such rights.
n.6. The invalidity or unenforceability of any provision of these terms and conditions shall not affect the validity or enforceability of any other provision of these terms and conditions, which shall continue in full force and effect except for any such invalid or unenforceable provision.
n.7. These terms and conditions and the order shall in all respects be governed by and construed in accordance with the laws of England. The parties submit to the exclusive jurisdiction of the courts of England.
n.8. For the avoidance of doubt, a person who is not a party to this agreement has no right under the contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement but this does not affect any right or remedy of a third party which exists or is available apart from that Act.