TERMS & CONDITIONS OF SALE (IN-HOUSE TRAINING SERVICES) GENERAL 1. Woodbridge Productions Ltd. (henceforth known as “the Company”) is a limited company registered in England no.: 2328221. Registered Office: 8 Wimpole Street, London W1 5SP. VAT registration no.: GB 709 9961 80. 2. For purposes of these Terms and Conditions of Sale, “the Purchaser” shall be defined as the individual or organisation making an order for services with the Company and/or the individual or organisation making payment against such orders and/or the individual or organisation nominated to attend the service as specified in SUPPLY AND LIABILITY Clause 1. (below). 3. All In-House Training Services supplied by the Company shall be under the Terms and Conditions of Sale (In-House Training Services) contract (henceforth known as “the Terms”) as detailed herein. 4. All and any Terms of Supply issued by the Purchaser shall be deemed invalid. 5. All parties hereto submit to the exclusive jurisdiction of the English Courts. 6. All parties hereto agree that the Terms shall be construed in accordance with English Law. 7. No variation of the Terms is permissible under this contract. 8. Orders received shall be deemed acceptance of the Terms. 9. At no time shall any statement made by the Company, either verbally or in writing, override any aspect or Clause within the Terms. 10. Each provision in the Terms operates separately in itself and survives independently of the others. SUPPLY AND LIABILITY 1. Description of services supplied shall be detailed in the quotation, advertisement or prospectus issued by the Company. 2. The Company reserves the right to alter the advertised service venue (as defined by SUPPLY AND LIABILITY Clause 1.), if necessary with due notice to the Purchaser. 3. Copyright and intellectual property rights appertaining to all written and spoken material in connection with the services provided remain the exclusive property of the Company (unless otherwise stated). All rights reserved. No part of the material supplied in connection with the service provided may be reproduced or transmitted in any form or by any means, electronic or mechanical, including photocopying, recording or in any information storage system without prior written permission from the Company. 4. Any other business engagement, consultation, meeting or event outside the scope of the service description (as defined by SUPPLY AND LIABILITY Clause 1.) requested by the Purchaser may be subject to an additional fee. All such requests should be made in writing to the Company not later than 2 weeks prior to the service date. 5. All information given by the Company either verbally or in writing regarding products, processes, procedures or any other matter is given in good faith and based, where applicable, on current knowledge and experience. However, it is for the Purchaser to determine the suitability of the advice and/or information provided for their own intended purpose and to ensure that all persons acting on such advice and/or information have sufficient knowledge and expertise to do so. No liability or responsibility or future liability or responsibility, actual, alleged or implied can be taken by the Company (including Directors, Associates and/or Third Parties acting on their behalf) for injury, loss or damage to persons or property, consequential or special damages or loss (including, but not limited to, lost income, business, profits, interest, products and markets), other direct or indirect losses and breach of other contracts howsoever caused (excluding any direct act of negligence by the Company and/or Directors, Associates and/or Third Parties acting on their behalf) based on reliance upon or the acquisition, use, implementation, misrepresentation or misuse of the information and/or advice supplied under the Terms. Such information and/or advice is given without Guarantee or Warranty due to the many factors outside the direct knowledge and control of the Company. 6. All and any materials and equipment required under the service description (as defined by SUPPLY AND LIABILITY Clause 1.) will be supplied by the Company at the service venue, unless specifically excluded in the service description, for which the Purchaser must make arrangement to supply on request. 7. Personal protective equipment (if required) of the appropriate type and quantity will be provided by the Company and will comply to current EU safety standards. The Company shall provide full instruction for the safe fitting, usage and maintenance (where appropriate) of such equipment provided. 8. The Company shall not be liable for any claims for damages arising from the failure or refusal of the Purchaser to wear the appropriate items of personal protective equipment when instructed to do so or from the incorrect fitting, usage or maintenance (where appropriate) of such equipment supplied. 9. The Company reserves the right, after due warning, to expel the Purchaser from the service venue without the right of redress or compensation of any kind, for refusal or failure to comply with health and safety instructions, acting or threatening to act in manner likely to endanger themselves or others at the venue, the deliberate and hazardous misuse of materials, processes or techniques or for any other reason that may compromise safe working practises that the Company, shall, at it’s sole discretion, decide. 10. The Company shall ensure that the service venue complies fully with appropriate health and safety requirements. SUPPLY OF GOODS 1. Supply of Goods for retail or wholesale (not including materials supplied under service agreements) are not covered under the Terms. 2. Terms and Conditions of Sale (Goods) and Terms and Conditions of Sale (Educational Videos) are available from Woodbridge Productions Ltd., P.O.Box 78, Southall, UB2 5YH on request. SUPPLY OF EXTERNAL SERVICES, CONSULTATIONS AND OVERSEAS SERVICES. 1. Supply of External Services (for host organisations), Consultations and provision of Overseas Services are not covered under the Terms. 2. Further information covering these services is available from Woodbridge Productions Ltd., P.O.Box 78, Southall, UB2 5YH on request. ORDERS AND PAYMENT 1. Orders received by the Company will be processed in strict incoming order. Whilst every effort will be made by the Company to process orders to the requirements and expectations of the Purchaser, we cannot accept any liability howsoever arising for delays caused by existing order processing, industrial action, equipment failures, postal delays, mail lost in the post, war, terrorism or acts of God preventing due processing of any order received. 2. Payment terms are either 30 days net from date of invoice (when the Purchaser has an established credit facility), on a “payment with order” basis or by the due date shown on the order invoice (when the Purchaser does not have an established credit facility). 3. Credit facilities are available at the sole discretion of the Company on receipt of appropriate banking details and credit references. Applications for credit facilities may be obtained from Woodbridge Productions Ltd., P.O.Box 78, Southall, UB2 5YH on request. 4. The Company reserves the right to refuse to establish a credit facility without reason. 5. The Company reserves the right to suspend or cancel an established credit facility for prolonged or repeated late payment or other acts of non-compliance to the Terms as outlined herein. Notice of termination of credit facility will be sent to the Purchaser by post and/or facsimile. 6. The Company reserves the right place any overdue account on “stop” under which no further additional orders are accepted until the outstanding overdue payments have been made by the Purchaser to the Company and such payments have been cleared by the Company’s bank. 7. All service prices shown in the service description (as defined by SUPPLY AND LIABILITY Clause 1.) are inclusive of VAT at the prevailing rate unless otherwise stated. 8. The Company reserves the right to alter prices with prior notice to the Purchaser. 9. All cheque or bankers draft payments should be made payable to WOODBRIDGE PRODUCTIONS LTD. and crossed “a/c payee”. 10. UK payments may be made by cheque, draft, postal or bankers order. Cash payment against an invoice by the Purchaser may be made at the service venue by prior arrangement. A cash receipt will be provided in all such instances. Under no circumstances should cash payments be sent through the post. The Company cannot accept any liability whatsoever for cash payments sent via postal services. 11. Overseas payments may be made by UK£sterling bank draft (drawn on a UK bank) or CHAPS / BACS (electronic telegraphic transfer). CHAPS / BACS payments are only accepted for orders over £700.00 and CHAPS / BACS transfer details are available on request from the Company. 12. Online payments may be made via our secure server using appropriate bank credit or debit cards, PayPal balance or e-cheque. 13. Pro-forma invoices are available on request and are valid for 30 days from date of issue. 14. Where purchase order numbers issued by the Purchaser must be quoted on invoices raised by the Company, this should be clearly stated in writing by the Purchaser at the time of ordering. 15. The Company will provide a full refund of all fees paid by the Purchaser should the Company cancel the service detailed in the service description (see SUPPLY AND LIABILITY Clause 1.). Notice of such cancellation will be made to the Purchaser by telephone (where possible) and be confirmed by the Company in writing within two days. Such written notification would, unless otherwise specified, include such refunds of fees from the Company to the Purchaser as appropriate. 16. Excluding claims for damages arising from death or personal injury, the full and complete obligation and level of compensation paid by the Company to the Purchaser in the event of a claim for compensation being agreed between the Purchaser and the Company shall not, under any circumstance, exceed the invoice total paid by the Purchaser, unless otherwise decided by the Courts. 17. The Purchaser may cancel their order for provision of services in writing, by fax or telephone. Orders cancelled by telephone should be confirmed by fax or in writing within seven days. Cancellation terms may be applied and such terms will be detailed on the invoice as well as in the service description (see SUPPLY AND LIABILITY Clause 1.). Invoice numbers should quoted when cancelling orders whenever possible. 18. Overdue invoices will be subject to recovery action after due notice to the Purchaser. Should recovery action prove necessary, all costs of recovery (including interest charges where applicable) shall be met by the Purchaser and these costs shall be added to overdue invoice total. 19. Orders incorrectly supplied by the Company as detailed on the invoice should be reported by the Purchaser to the Company as soon as possible and not later than seven days from receipt of invoice. 20. Orders received by the Company for services where no further provision of places are available shall be declined by the Company and payments received shall be returned forthwith. 21. Orders for services provided by the Company cannot be accepted by telephone.