Business Driver Assessment and Development

 
 


Our Terms of Business


1. Interpretation

In these Terms:

1.1 the following words and expressions have the following meanings:

'ONWARD' means ONWARD Advanced Driver Training which business operates as a Sole Trader providing training and assessment services, and may extend to include any agent or individual acting on behalf of ONWARD;

'Client' means the person or organisation which accepts ONWARD's quotation for the provision of services, or whose order for such services is accepted by ONWARD;

'Services' means Training and/or Assessment services (including any instalment of those services or any component of them) which ONWARD is to supply in accordance with these Terms;

'Contract' means the contract for the provision and purchase of the services;

'Principal' means the individual who (when the Client is a limited company, limited liability partnership or some other entity) signs the Contract on behalf of the Client and as Principal pursuant to these Terms;

'Terms' means the standard terms of sale set out in this document and (unless the context otherwise requires) includes any special terms agreed in writing between the Client and ONWARD;

'DVSA' means the Driver and Vehicle Standards Agency;

'candidate' means any person undertaking any training or assessment arranged by the Client

'writing' and any similar expression, includes facsimile transmission, electronic mail or other forms of electronic communication.

1.2 a reference in these Terms to a provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.

1.3 The headings in these Terms are for convenience only and shall not affect their interpretation.

2 Basis of the sale

2.1 ONWARD shall sell and the Client shall purchase the services in accordance with ONWARD's quotation (if accepted by the Client), or the Client's written order (if accepted by ONWARD), subject in either case to these Terms, which shall govern the Contract to the exclusion of any other terms subject to which any such quotation is accepted or purported to be accepted, or any such order is made or purported to be made, by the Client.

2.2 Unless otherwise agreed, these conditions shall govern the sale and supply of ONWARD's services to the Client and shall override any terms and conditions stipulated, included or referred to by the Client whether in the order or in correspondence or in any negotiations preceding the formation of the contract made on these conditions between ONWARD and the Client for the provision of services ("contract").

2.3 In entering into the Contract the Client acknowledges that it does not rely on any representations made by ONWARD which are not confirmed in writing, but nothing in these Terms affects the liability of either party for fraudulent misrepresentation.

2.4 Any advice or recommendation given by ONWARD or its agents to the Client or its employees or agents as to the application or use of any training or recommendation which is not confirmed in writing by ONWARD is followed or acted on entirely at the Customer's own risk, and accordingly ONWARD shall not be liable for any such advice or recommendation which is not so confirmed in writing.

2.5 ONWARD undertakes that any advice, training or recommendation given shall be in accordance with the provisions of the Highway Code and shall also be in accordance with all relevant legislation current at the time of the provision of such advice, training or recommendation.

2.6 Any typographical, clerical or other error or omission in any sales literature, quotation, fees list, acceptance of offer, invoice or other document or information issued by ONWARD shall be subject to correction without any liability on the part of ONWARD.

3 Orders and specifications

3.1 The Client shall be responsible to ONWARD for ensuring the accuracy of the terms of any order submitted by the Client, and for giving ONWARD any necessary information relating to the services required within a sufficient time to enable ONWARD to perform the Contract in accordance with its terms.

3.2 The quantity, quality, type and description of the services shall be as set out in ONWARD's quotation (if accepted by the Client) or the Client's order (if accepted by ONWARD).

3.3 No order which has been accepted by ONWARD may be cancelled by the Client except with the agreement of ONWARD and on terms that the Client shall indemnify ONWARD in full against all loss (including loss of profit), costs, damages, charges and expenses incurred by ONWARD as a result of cancellation.

4 Price of Services

4.1 The price of the Services shall be ONWARD's quoted price or, where no price has been quoted (or a quoted price is no longer valid), the price listed in ONWARD's published price list current at the date of acceptance of the order. Prices quoted by ONWARD in writing are valid for 7 calendar days only or until earlier acceptance by the Client, after which time they may be altered by ONWARD without giving notice to the Client.

4.2 ONWARD reserves the right, by giving notice to the Client at any time before delivery of any service, to increase the price of the Services to reflect any increase in the cost to ONWARD which is due to any factor beyond the control of ONWARD (such as, without limitation, significant increase in the costs of provision or delivery), any change in provision dates, numbers or specifications for the Services which are requested by the Client, or any delay caused by any instructions of the Client or failure of the Client to give ONWARD adequate information or instructions.

4.3 Except as otherwise stated in ONWARD's quotation or in any price list, and unless otherwise specified by ONWARD, prices given by ONWARD are inclusive of delivery at the address for delivery agreed between the ONWARD and the Client.

4.4 The price is not subject to value added tax.

5 Terms of payment

5.1 Subject to any special terms agreed in writing between the Client and ONWARD, ONWARD may invoice the Client for the price of the Services and any applicable charges on or at any time before or after delivery of the Services. Should the Client wrongfully fail to make the agreed provision for the delivery of the Services, ONWARD shall be entitled to invoice the Client for the price and any applicable charges at any time after ONWARD has tendered delivery of the Services

5.2 The Client shall pay the price of the Services (without any other deduction) within fourteen calendar days of the issue date of the invoice. An invoice may be issued before or after the delivery of the services, and ONWARD undertake to ensure that the Client is aware of the terms relating to this before any invoice is issued. Where the services involve presenting a candidate for a DVSA (or other) test of Driving Ability, the invoice will always be issued for payment in advance of the services, unless otherwise agreed in writing. ONWARD will issue receipts for both part payment and payment in full.

5.3 In instances where ONWARD offer a pre-payment discount, the applicable amount will be set out on the invoice, and settlement must be received by ONWARD within seven calendar days of the issue date of the invoice. If not received within seven calendar days, the discount offered shall be regarded as having expired and the invoice shall revert to the undiscounted price, and remain payable within the normal fourteen calendar days of the issue date of the invoice.

5.4 Where an invoice has not been paid within the agreed time (as in paragraph 5.2 and 5.3) ONWARD reserve the right to charge the Client interest on the amount unpaid, at the rate of 8% per cent per annum above the base lending rate of the Bank of England from time to time, until payment in full is made. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Client shall pay the interest together with the overdue amount.

5.5 ONWARD do not extend credit facilities, but do offer stage payments where Clients may have difficulty meeting the full invoice amount for any given service. Stage payments must be completed in full by a client at least three working days before any service is provided by ONWARD.  No additional charge is made for handling stage payments.

5.6 If the Client fails to make any payment on the due date then, without limiting any other right or remedy available to ONWARD, ONWARD may cancel the contract or suspend any further service delivery to the Client.

5.7 Where a Client has made part payment on any invoice and fails to pay the remainder for any reason, ONWARD reserve the right to retain any such part payment, unless agreement in writing takes place.

5.8 ONWARD no longer accept any payment by cheque . All payments must be made by debit or credit card over the telephone, by PayPal or by BACS online. In exceptional circumstances, payment may be made by cash, for which a receipt will always be issued.

6 Delivery

6.1 Delivery of Services shall be made by ONWARD at the Client's premises (or at such other address as ONWARD has agreed as the address for delivery).

6.2 Dates, times and locations for delivery of services shall be of the essence of the Contract.

6.3 In respect of a single service delivery day (or part day), at least seven calendar days' notice of a change of date is required from the Client, otherwise 50% of the invoice amount for that day or part day is payable. Any change of date by the client made less than 3 working days before the previously-agreed date will result in the full invoice for that date becoming payable.

6.4 In respect of service deliveries booked for consecutive days (or part days), at least fourteen calendar days' notice of a change of dates by the Client is required, otherwise 50% of the invoice amount for the days or part days concerned is payable. Should only one day or part day in a series need to be moved, then the provisions in paragraph 6.3 will apply.

6.5 In respect of a change of timings by the Client on any day or part day, at least 48 hours' notice will be required. If ONWARD cannot meet the new timing requirements, ONWARD reserve the right firstly to move the service delivery to a new mutually-agreed date. Secondly, should a new date not be easily agreed, then the full invoice amount for that day or part day will be payable.

6.6 If the Client fails to prepare for the service delivery by ensuring the correct drivers (and vehicles, or training rooms, where appropriate) are on hand for the booked training or assessment, the fee due for the day, or part day, concerned will remain payable.

6.7 Where any training or assessment involves the use of the Client's vehicle or vehicles, the Client is under a duty to ensure that any proposed vehicle is roadworthy, taxed and insured and is fit for purpose. ONWARD reserve the right to reject any vehicle (and/or trailer, where relevant) which, upon pre-drive checking, does not meet the requirements of legality and roadworthiness.

7 Risk

7.1 ONWARD will at all times evaluate all risk dynamically to ensure the safety of the Client, the driver, the client's vehicle(s) and any third party.

7.2 Where any training takes place in a vehicle provided by ONWARD, ONWARD shall take all reasonable care to ensure the safety of any driver or other vehicle occupant, and will ensure that any vehicle (and trailer, where appropriate) is fit for purpose and meets all relevant legislation.

8 Limitation of liability

8.1 Subject to any specific provisions as may be agreed in writing between the Client and ONWARD, ONWARD's liability is limited to the provisions of the Highway Code in respect of driving activities which may be undertaken by drivers after any training or assessment provided by ONWARD.

8.2 ONWARD shall not be liable if drivers do not follow recommendations made, or drive or manoeuvre in a manner not prescribed by ONWARD or the Highway Code. 

8.3 Nothing in these Terms shall exclude or limit the liability of ONWARD for death or personal injury caused by ONWARD's proven negligence or for fraud or fraudulent misrepresentation.  Without prejudice to the foregoing, ONWARD shall not be liable to the Client by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for loss of profit or for any indirect, special or consequential loss or damage, costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of ONWARD, its agents or otherwise) which arise out of or in connection with the delivery of any service (including any delay in supplying or any failure to supply the service in accordance with the Contract or at all)  and the entire liability of ONWARD under or in connection with the Contract shall not exceed the price of the services, except as expressly provided in these Terms.

8.6 ONWARD shall not be liable to the Client or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of ONWARD's obligations in relation to any services, if the delay or failure was due to any cause beyond ONWARD's reasonable control ('Force Majeure Event'). Without limiting the foregoing, the following shall be regarded as causes beyond ONWARD's reasonable control: Act of God, explosion, flood, tempest, fire or accident; war or threat of war, act of terrorism, sabotage, insurrection, civil disturbance or requisition; acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;  strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Client or of a third party); closure of motorways or other roads, unusually severe weather conditions or unusually severe traffic congestion; power failure or breakdown in vehicles or machinery. ONWARD reserves the right to defer the date of delivery of any services ordered by the Client or to cancel the Contract without liability to the Client if it is prevented from or delayed in the carrying out of its obligations under the Contract due to a Force Majeure Event.

8.7 Where any training involves the use of a vehicle supplied by ONWARD for a DVSA or other Test of Driving Ability, should the breakdown of such vehicle result in the booked Test Appointment not going ahead, then ONWARD undertake to bear the cost of a replacement Test Appointment at a later date, together with the applicable training fee for the new date. ONWARD's liability is strictly limited to the new DVSA appointment fee and the fee for the new training date, and does not extend to any other consequential loss.

8.8 Where the booked training cannot proceed due to the illness or indisposition of the ONWARD trainer/assessor, the same basic provisions apply as in 8.6 and 8.7 above, and are limited in the same way.

9 Insolvency of Client

9.1 This clause 9 applies if:

• the Client makes a composition or voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt or (being a company) enters administration or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction), or a moratorium comes into force in respect of the Client (within the meaning of the Insolvency Act 1986 ); or

• an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Client; or

• the Client ceases, or threatens to cease, to carry on business; or

• ONWARD reasonably apprehends that any of the events mentioned above is about to occur in relation to the Client and notifies the Client accordingly.

9.2 If this clause applies then, without limiting any other right or remedy available to ONWARD, ONWARD may cancel the Contract or suspend any further service deliveries under the Contract without any liability to the Client, and if the services have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.

10 Principal's obligations

This clause applies when the Client is a limited company or a limited liability partnership or some other entity whose liability to its creditors is limited. In such cases, an individual director (in the case of a limited company) or an individual member (in the case of a limited liability partnership) or some other duly authorised individual shall sign the Contract on behalf of the Client and as Principal pursuant to these Terms.

10.1 In consideration of ONWARD entering into the Contract with the Client at the request of the Principal, the Principal:

• hereby irrevocably guarantees the performance of all the obligations of the Client under the Contract; and

• shall ensure that the Client will duly observe and perform all the obligations on the part of the Client under the Contract and all other agreements made between the Client and ONWARD.

10.2 The Principal agrees that its obligations under this clause 10 shall be unconditional and that the Principal shall be fully liable whether or not:

• any action has been taken to enforce the obligations of the Client or any judgement has been obtained against the Client; or

• there have been any dealings or transactions between the Client and ONWARD; or

• the Client is insolvent or dissolved or liquidated; or

• there has been a change in the control or ownership of the Client; or

• any other circumstances have occurred which otherwise might constitute a legal or equitable discharge of a guarantor.  

For the avoidance of doubt, the liability of the Principal under these Terms shall not in any way be affected or impaired by ONWARD giving time or showing any indulgence whatsoever to the Client and the Principal hereby expressly waives notice of all or any default of the Client.

10.3 The Principal agrees with ONWARD to observe and perform as primary obligor all the obligations on the part of the Client to be observed and performed under the terms of the Contract including, in particular, the Client's obligations regarding payment to ONWARD of the price for the services and any applicable interest.

10.4 If there are two or more individuals as Principal, all obligations on the part of the Principal in these Terms shall be deemed to be joint and several obligations.

11 General

11.1 A notice required or permitted to be given by either party to the other under these Terms shall be in writing addressed to that 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). For all practical purposes such notice in writing may take the form of an email to the usual business email address.

11.2 Any failure or delay on the part of ONWARD in enforcing any provision of the Contract shall not be construed as a waiver of any of ONWARD's rights under the Contract. Any waiver by ONWARD of any breach of the Contract by the Client shall not be considered as a waiver of any subsequent breach of the same or any other provision and shall in no way affect the other terms of the Contract.

11.3 If any provision of the Contract is held by a court, tribunal or other administrative body of competent jurisdiction to be (in whole or in part) illegal, invalid, void, voidable, unenforceable or unreasonable, it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the validity of the other provisions of the Contract and the remainder of the provision in question shall not be affected.

11.4 ONWARD may assign its rights and obligations under the Contract (or any part of it) to any person, firm or company.  The Client shall not be entitled to assign the Contract or any part of it without the prior written consent of ONWARD.

11.5 The parties to the Contract do not intend that any term of the Contract will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to it.

11.6 If the Client is a partnership the liability of the individual partners to ONWARD shall be joint and several.