Terms and Conditions:
Please read the following Terms and Conditions for the purchase of services and goods for IPC Management Ltd t/a Infection Prevention Solutions (IPS), Infection Control Training Ltd (ICT) and Infection Control Cleaning (UK) Ltd (ICC).
Once these Terms and Conditions have been accepted you will be asked to fill in the invoice form/order form and/or provide your credit card details for your order to be processed and authorised.
1. Definitions and Interpretation.
“Audit Tool” means the set of questions, rationales and corrective actions defined by IPS for a specific clinical application.
‘Business Day’ means any day other than a Saturday, Sunday or Bank Holiday.
"Customer" means you, the user of the Product and/or Services and/or Goods (as defined below);
"Fee" means the fee paid by the Customer to purchase a single Product, item of Goods and/or Services.
“Intellectual Property” means patents, rights to inventions, ideas, specifications, data structures, templates, improvements, innovation or development, copyright and related rights, trade marks, trade names, logos and domain names, rights in get-up, rights in goodwill or to sue for passing off, rights in designs, rights in computer software, database rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property , in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which may now or in the future subsist in any part of the world
"IPS”, “ICT” & “ICC" means respectively IPC Management Ltd t/a Infection Prevention Solutions, Infection Control Training Ltd and Infection Control Cleaning (UK) Ltd, companies registered in England and Wales under numbers respectively: 07400106 and 04479568 and 08832991 all of whose registered offices are at Gordon House, 1-6 Station Road, Mill Hill, London NW7 2JU.
“License Period” means three months following payment.
"Permitted Use" means the use of the Product set out in Clauses 2 and 3.
"Product" means the Web Audit provided by IPS and/or its associated or group companies through this website for which access is by a password and username provided by email to use the Audit Tool.
“Results” means the audit results and action plans from the Web Audit Client Audit Domain
“Services” and/or “Goods” means the items purchased or ordered being either training places and/or manuals provided by post and sent to the recipients who ordered them. Services and/or Goods may also include on-site audit services, advice line and other printed documents such as workbooks, reference guides and other documents supplied as printed matter or in electronic format.
“Web Audit” means logging on to the secure web site and completing the assigned set of questions.
“Web Audit Client Audit Domain” means the domain where the Customer receives the Audit Tool.
The headings in these Terms & Conditions are for convenience only and shall not affect their interpretation.
2. The Licence.
2.1 Subject to the payment of the Fee in accordance with sub-clause 2 below and subject to the restrictions in Clause 3 below the Customer shall be granted a licence:
2.1.1 for the duration of the Licence Period to use the Product and produce the Results and thereafter to use the Results for its own internal administrative business purposes and
2.1.2 for the purposes of supporting the use permitted by sub-clause 2.1.1 to reproduce and print copies of the completed Web Audit with action plans whilst the Web Audit Client Audit Domain is in use.
2.2 The Customer must pay the Fee within the Fee Period unless the Customer has entered into a monthly payment plan by standing order.
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The Customer who purchases the Product is hereby granted a single non-exclusive licence upon these Terms and Conditions to use the Audit Tool in relation to the Product.
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When a Web Audit is completed, the results including a score and the corrective actions will be available to download or print for the Customer’s sole use.
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Licenses for the use of the relevant purchased Audit Tool and results and action as ‘once’ only licenses. (Multiple licenses are available but call the office for assistance; 020 8906 2777.)
3. Exceptions and Restrictions.
3.1 The licence permitted under clause 2 is subject to the following:
3.1.1 the Customer will not sell, give, reproduce, distribute or, without limitation, otherwise commercially exploit all or any part of the Product, Services and/or Goods;
3.1.2 the Customer will not distribute forms, documents or other materials forming part of the Product, Services and/or Goods to third parties for sale or resale whether as part of a package or as a separate product; and
3.1.3 the Customer will not rent, lease, sub-licence or loan any forms, Web Audit tools documents or other parts of the Product, Services and/or Goods to third parties.
Provided that documents included in the Product, Services and/or Goods may be used in the course of the Customer’s day to day business and the information gathered from the Web Audit may be used to manage and to facilitate any and all related internal administrative business affairs of the Customer.
3.2 The Customer acknowledges that the information, documents, Audit Tools and their content provided by IPS are not intended to replace the Customer’s own audit tools or reports and/or other professional advice and that IPS Web Audit is a standalone service written by professional staff to assist with reports and action plans for internal use only.
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The Customer will not modify, adapt, merge, translate, disassemble, or create derivative works based upon the whole or any part of the Product, Services and/or Goods at any time.
4. Payment Terms
4.1 Web Audits – invoices to be paid on presentation of an invoice.
4.2 All training courses – invoices to be on presentation of invoice.
4.3 Personalised products (such as manuals and schedules) – invoices to be paid on presentation of invoice.
4.4 All Fees subject to Value Added Tax at the prevailing rate which will be included on invoices.
4.5 If the Customer, fails to make payment in accordance with these Terms and Conditions then IPS, ICT and/or ICC shall charge the Customer interest at the rate of 4% per annum above the then prevailing Bank of England base rate on the amount outstanding until payment is received in full.
4.6 IPS, ICT and/or ICC shall have the right at their sole discretion to suspend or revoke the Permitted Use and/or the provision of the Services, delete audits without Notice or withhold certificates of attendance at courses until payment is received in full.
5. Ownership of Intellectual Property.
5.1 IPS shall at all times retain ownership of the Intellectual Property in the Product and/or audit software save for such documents as are created by or on behalf of the Customer and completed within the Permitted Use.
5.2 The Customer acknowledges and agrees that the Product Services and Goods including the Audit Tool and related documentation are proprietary and confidential to IPS, and agrees that it will not provide or otherwise make any of them available for any reason to any other person, firm, company or organisation without the express written permission of IPS or except as required by law.
6. Liability for Product, Services and/or Goods.
6.1 IPS, ICT and ICC will use its reasonable endeavours to correct any defects in the Product, Services or Goods in a timely manner.
6.2 Except as expressly stated in these Terms and Conditions, IPS, ICT and ICC disclaim all liability to the Customer in contract or in tort (including negligence or breach of statutory duty) in connection with IPS, ICT and ICC’s performance of these Terms and Conditions or the Customer’s use of the Product, Goods and/or Services, and in no event will IPS, ICT and/or ICC be liable to the Customer for special, indirect or consequential damages or for loss of profits.
6.3 It remains the responsibility of the Customer to ensure that any Web Audit acquired as part of the Product is appropriate and complete in all respects for the intended purpose of the Customer. Without limitation IPS gives no warranty that such material will be fit for the intended purpose of the Customer if data is incorrectly input or manipulated to give a higher score.
6.4 Except as expressly provided herein no liability shall attach to IPS, ICT and/or ICC its employees, or retained consultants for loss or damage of any nature suffered arising from the Customer’s use or inability to use the Product, Goods and/or Services correctly or from errors or deficiencies in any part of it or from any errors or omissions by the Customer in the contents of any forms Audit Tools or documents.
6.5 Except where stated in these Terms and Conditions to the contrary, any liability of IPS, ICT and/or ICC together (except in case of personal injury or death) will not exceed in the aggregate of damages, costs, fees and expenses capable of being awarded to the Customer the Fees in total paid or due to be paid by the Customer under these Terms and Conditions
7. Cancellation, Refunds and Credits.
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Cancellation by the Customer.
The Customer has the right to cancel an order for training places and/or obtain a cash refund or credit as follows:
Cancellation Rules Table:
7.1.2 Personalised products (e.g manuals and Web Audits) are non-refundable.
7.1.3 Save as expressly set out in this clause, the Customer is not entitled to any refund or credit.
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Notice of cancellation must be sent : a) by first class special delivery post to The Commercial Director at IPS Gordon House, 1-6 Station Road, Mill Hill, London NW7 2JU or b) by email to sales@infectionpreventionsolutions.co.uk or (c) by fax to 020 8906 2233 (or to such other postal or e-mail address or fax number as shall be notified by IPS/ICT/ICC to the Customer or shall appear on this website from time to time). In the case of post, the Customer must have proof of delivery and in the case of email or fax, that such communication has been transmitted as required under clause 9.3.
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Cancellation by IPS, ICT or ICC.
IPS, ICT or ICC has the right at any time to:
i) cancel an order for a Web Audit in which case a full credit will be given and/or
ii) cancel an order for a training place(s) in which case, at the entire discretion of IPS, ICT or ICC a full credit will be given or as far as reasonably practicable a training place will be offered in lieu on an equivalent course at an alternative venue and/or alternative date.
8. Data Protection.
The parties agree that they will at all times comply with the provisions and obligations imposed by the Data Protection Act 1998 and the Data Protection Principles set out in that Act in storing and processing Personal Data. All Personal Data acquired by either party from the other will be returned to the disclosing party on request. Each party agrees to respond promptly to the other in dealing adequately with all enquiries received relating to data protection.
9. General
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Entire agreement.
These Terms and Conditions are the complete and exclusive statement of the agreement between the parties.
9.2 Severability.
If any of the provisions of these Terms and Conditions is judged to be illegal or unenforceable, the continuation in full force and effect of the remainder of them will not be prejudiced.
9.3 Notices.
9.3.1. Any notice to be given for the purposes of these Terms and Conditions shall either be delivered personally or sent by first class recorded delivery post or facsimile transfer or email.
9.3.2 Any notice to be given to IPS/ICT/ICC under these Terms and Conditions is deemed to have been properly given if it is delivered to The Commercial Director at IPS Gordon House, 1-6 Station Road, Mill Hill, London NW7 2JU or sent by email to sales@infectionpreventionsolutions.co.uk or by fax to 020 8906 2233. In the case of email or fax, the Customer must confirm that such communication has been received.
9.3.3 The address for service of IPS/ICT/ICC shall be their respective registered offices for the time being.
9.3.4 A notice shall be deemed to have been served as follows:
a) if personally delivered at the time of delivery
b) if sent by recorded delivery post at the expiration of 48 hours after the same was delivered into the custody of the postal authorities
c) if sent my email at the time of receipt subject to proof oftransmission
c) if sent by facsimile transfer at the expiration of 12 hours after despatch if sent before 16.00 hours on any Business Day and subject to presentation of a transmission receipt.
9.3.5 In the event that notice is served or deemed served on a day other than a Business Day the notice shall nevertheless take effect and be deemed to have been served on the next following Business Day.
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In proving such service it shall be sufficient to prove that personal delivery was made or that the envelope containing such notice was properly addressed and delivered into the custody of the postal authorities as a prepaid special delivery letter or that the facsimile or e-mail was properly transmitted effectively.
9.4. Force Majeure
Neither party will be liable to the other party for any delay in or failure to perform its obligations (other than a payment of money) as a result of any cause beyond its reasonable control, including but not limited to any industrial dispute, power failure, internet failure, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event beyond the reasonable control of the party in question. If such delay or failure continues for at least 90 days, either party will be entitled to terminate this agreement by notice in writing without further liability of either party arising directly as a result of such delay or failure.
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No Waiver.
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No waiver by IPS, ICT and/or ICC of any breach of these Terms & Conditions by the Customer shall be a waiver of any subsequent breach of the same or any other provision.
9.5.2 No failure or delay on the part of either IPS, ICT or ICC to exercise any right power or privilege under these Terms & Conditions shall operate as a waiver of, nor shall any single or partial exercise of any such right, power or privilege preclude any other or future exercise of any other right, power or privilege.
9.6. Law and Jurisdiction.
These Terms and Conditions are governed by the laws and subject to the exclusive jurisdiction of the Courts of England and Wales.
