"LVSC" is the London Voluntary Service Council; a charitable company limited by guarantee (charity number 276886, company number 1395546) and registered office at 200a Pentonville Road, London N1 9JP. PEACe is a service offered completely and exclusively by LVSC.
1. These Terms
1.1 These Terms and Conditions apply to any and all services ("the Services") supplied by LVSC to you, as part of PEACe. Additional terms will apply to other LVSC services.
1.2These terms and conditions will prevail over any terms and conditions used by you or contained or set out or referred to in any documents sent by you to us.
1.3 If you request services from PEACe and your request is accepted, LVSC's acceptance of your request is conditional on your agreement to these terms and conditions in full.
1.4 These terms and conditions may be varied by LVSC from time to time. In the event of any such variation LVSC will post a new copy of the terms to its website and notify current clients. If you do not accept the revised terms and you notify LVSC accordingly then the existing terms will apply to any already contracted services for the duration of the current contract. In requesting further services (including subscription renewals) after LVSC has notified you of changes then you will be deemed to have accepted the revised terms in full.
1.5 LVSC will reserve the right to offer discounted rates of its services to members of specified organisations, networks or umbrella bodies (as advertised on the LVSC website) and these may be varied by LVSC from time to time. In order to guarantee your benefiting from discounted rates, you must notify LVSC staff or contractors before any and all services commence that you are eligible for a discount.
2. General
2.1 Please note that LVSC may refuse a service to any prospective service user for any reason; that use of the Services is subject to the payment of fees as agreed; that your use of the Services may be revoked for failure to pay; and that Services are not transferable.
3. Subscriptions and Other Fees
3.1 In addition to LVSC's right to revoke your use of the Services for failure to pay fees, during any period in which payments from you are overdue LVSC may suspend all or part of the provision of any of the Services to you.
3.2 PEACe Plus and PEACe Shares annual subscription fees are payable quarterly in advance and Document Bank subscription fees are payable annually in advance. LVSC cannot provide a rebate in the event that you wish to terminate your subscription prior to the 12-month subscription period. LVSC reserves the right to revise subscription fees upon renewal.
3.3 There is a minimum charge (as advertised on the LVSC website) for all Pay-as-you-go Advice Line enquiries providing up to 30 minutes advice by telephone or email. Additional minutes within the same call or same email response are charged at a rate per minute (as advertised on the LVSC website). Follow up advice given within two weeks of the original call/email and concerning the same issue will be charged per minute. Any call or email to the Pay-as-you-go Advice Line relating to a different issue or falling outside the two-week grace period will incur a new minimum 30 minute charge.
3.4 LVSC reserves the right to charge interest on all sums due from you which are not paid on the due date at the rate equal to 8% per annum above the Bank of England base rate from time to time both before and after judgement.
3.5 If LVSC's staff or contractors are required to discharge out-of-pocket expenses in delivering Services to you those expenses will be charged to you as may be agreed from time to time. In the absence of any express agreement you agree to pay all reasonable expenses incurred by LVSC or its employees or contractors in carrying out the Services on your behalf.
3.6 All fees and charges are quoted exclusive of VAT unless otherwise specified. All fees and charges are payable within 30 days of invoice.
4. Services
4.1 LVSC will provide the Services with reasonable skill and care. Unless expressly agreed in writing no further conditions, warranties or representations are given by LVSC in relation to the Services and any such terms are excluded to the fullest extent permitted by law.
4.2 The Services [with the exception of the telephone advice given under the PEACe Shares service] will be provided to you, the service user, and not to any other third party. LVSC will not be obliged to provide the Services to any third party nor will LVSC accept any liability or duty of care to any third party whatsoever.
4.3 In order to allow LVSC to provide the Services you agree that you, together with your employees and agents will at all times:
a) Provide LVSC with complete, accurate and timely information, data and documents which may be requested;
b) Co-operate fully with LVSC in the provision of the Services.
5. Termination of subscription services
5.1 Subscription services will be terminated after 12 months unless you renew the subscription for a further 12-month period. LVSC will send you a renewal notice 3 months before the end of each 12-month period but you are under no obligation to renew.
5.2 LVSC shall be entitled to terminate any subscription immediately in the event that you fail to make payment of any subscription or other fees, which are due and payable, or if you are otherwise in material breach of these terms and conditions.
6. Documentation
6.1 LVSC provides general advice, guides, information, training materials, website, and model documents ("the Documentation") as part of various services provided. LVSC will use reasonable endeavours to ensure that the information contained in the Documentation is accurate at the time of publication but LVSC does not provide any guarantee or warranty to that effect.
6.2 Use of the Documentation is entirely at your own risk, for which LVSC will not be held responsible. It is your responsibility to ensure that any Documentation made available through the LVSC website meets your specific requirements.
6.3 All downloadable Documentation, including materials downloadable from password protected areas of the website, is checked for viruses before it is uploaded on to the site. LVSC does not accept liability for damage, loss of business or any other costs incurred to service users of the website as a result of any viruses connected with any Documentation from the LVSC website or any site linked to it. LVSC recommends that you virus check all Documentation before downloading and saving to a computer hard drive or any other disc or device.
6.4 LVSC will be entitled to terminate your access to documentation online in the event that you fail to make payment due or if you are in breach of any of these terms and conditions.
7. Advisory Services
7.1 The following terms apply to all services that include advisory services ("the Advisory Services").
7.2 LVSC is not regulated by the Solicitors Regulation Authority. The provision of legal advice does not amount to the formation of a solicitor-client relationship and LVSC is not part of the solicitor's indemnity fund, although LVSC does carry professional indemnity insurance.
7.3 None of our advice shall be used by any law firm or by any other advisor without our express written consent. LVSC reserves the right not to comment on the advice provided by any other solicitor or advisor or by in-house staff, although a second opinion may be provided.
7.4 LVSC will not generally communicate with any other party or enter into settlement negotiations on your behalf. Attendance at disciplinary and/or grievance meetings and Employment Tribunals is not a standard part of the Advisory Services but may be available on a consultancy basis. Requests for litigation support will be referred on to appropriately qualified professionals.
7.5 You are not entitled to disclose or publish LVSC's subscription only telephone advice help line number without LVSC's express consent.
7.6 Advice provided on any matter will be based on the details and information outlined by your employee or agent to our help desk or advisor. It is your responsibility to notify LVSC of any particular concerns regarding risk at the earliest opportunity. LVSC also advises that you seek separate written legal advice about any areas of concern. LVSC also advises that where you have separate insurance cover relating to your organisation as an employer, you should at the earliest opportunity seek advice from your insurer. LVSC's maximum liability in relation to any advice will be limited to the fees paid by you for the particular advice service.
7.7 Please note that within your subscription you will be eligible for prescribed quantities of telephone advice and services. Additional quantities may be purchased at any time, for an additional fee.
8. Training
8.1 PEACe training programme course fees include preparation time and course materials for participants up to the number agreed on booking. When courses take place outside of London, travel, subsistence and accommodation (charged at cost) will be agreed in advance as part of the contract terms. Adapted and tailored courses may incur additional charges for course development and preparation as agreed at the time of booking. All course materials remain the copyright of LVSC and may not be reproduced without the express permission of LVSC.
8.2 The service user is responsible for the provision of training venue, equipment and refreshments and for the promotion and administration of all courses. All costs involved in these activities are the responsibility of the service user.
8.3 There is a minimum requirement of 6 participants and a maximum of 16 participants on any PEACe training course unless otherwise agreed in writing at the time of booking or prior to the training taking place. LVSC retains the right to terminate any agreement immediately in the event that these minimums and maximums are not fulfilled.
8.4 LVSC will make every effort to accommodate any reasonable special requirements as long as these are notified to us at least 14 days prior to the date of the training.
8.5 Booked courses cancelled more than 14 days before the planned delivery date will not incur any charge. Booked courses cancelled less that 14 days before the planned delivery date will incur the full fee.
8.6 LVSC will make every effort to accommodate requests for changes to booked training dates. Changes made more than 14 days prior to the original planned date will not incur additional charges. Those made within 14 days of the original planned date will incur a transfer fee of 20% of the course fee (+VAT).
8.7 LVSC will be entitled to terminate this agreement immediately in the event that you fail to pay the agreed fee or if you are otherwise in breach of these terms and conditions.
9. HR Compliance Health Check and Consultancy Services
9.1 Any advice given as part of HR Compliance Health Checks and Consultancy Services will be based on the details and information given to us by the service user, agents or advisors. It is the service users responsibility to advise LVSC of any particular concerns and risks. LVSCs maximum liability in relation to advice provided as part of these services will be limited to the fee paid for these services.
9.2 The fees quoted for these services will include the costs of phone calls, emails and other standard consultancy costs as outlined in the contract for the service. When HR Health Checks and Consultancy take place outside of London, travel, subsistence and accommodation (charged at cost) will be agreed in advance as part of the contract terms. From time to time additional charges may be incurred and whilst LVSC will endeavour to notify you of such charges in advance of incurring them, LVSC retains the right to pass any such reasonable charges on to you.
10.Third Party Services
10.1 LVSC may from time to time select various partners (the "Partners") who agree to provide other services and products (the "Products") for its subscribers.
10.2 LVSC agrees that it will select Partners in good faith for the benefit of its subscribers.
10.3 If you decide to purchase a product or service offered by a Partner then the agreement for the provision of that product or service will be between you and the Partner only. LVSC offers no guarantee or assurance that the product or service will be suitable for your requirements or that it will be delivered as agreed and LVSC shall have no liability whatsoever for any failure or default on the part of the Partner.
11. Staff and Contractors
11.1 LVSC shall be entitled to subcontract, delegate or assign the provision of any services or any of their rights or duties under these terms. LVSC shall have discretion as to which of their employees or self-employed agents, contractors, volunteers or associates are assigned to perform the services.
12. Liabilities and Insurance
12.1 LVSC will not be liable to you in any circumstances for any property damage or for any indirect or consequential loss or damage such as lost profit, lost opportunity, lost bargain, lost reputation, loss of anticipated savings or lost data whether caused by LVSC's negligence, the negligence of their employees or agents or otherwise. LVSC will not be liable to any party other than you, the subscriber.
12.2 LVSC's aggregate liability including the liability of their partners, agents, subcontractors, volunteers and employees in respect of any services provided to you by LVSC in connection with your subscription will (except in relation to specific written advice under clause 10.3) be limited to the subscription fees paid by you in the year in question.
12.3 LVSC's total liability to you for specific written advice provided will be limited to subscription fees paid by you in the year in question.
12.4 You accept that the limitations of LVSC's liability set out above are reasonable in all the circumstances in particular given the disparity between the subscription fees charged by LVSC and the potential risks to your business (which LVSC is not in a position to evaluate), the availability of insurance to protect you against usual business risks and the numerous variables and uncertainties associated with many of the services which LVSC provides. Nothing in these terms will limit or exclude LVSC's liability for death or personal injury arising as a result of LVSC's negligence.
13. Intellectual Property and Confidentiality
13.1 All intellectual property rights of any nature (including copyright) created or provided by LVSC or its employees or Associates shall be and remain the property of LVSC and any such materials shall be licensed to you for your internal use only.
13.2 You undertake to keep all materials created by LVSC confidential and not to copy, publish or distribute any such information, materials or documents to any third party without LVSC's prior written consent (save where such information is in the public domain or you are required to disclose such information by law).
13.3 Each party agrees with the other not to divulge or allow to be divulged any confidential information relating to the other's business or affairs other than to its employees, subcontractors or funders who need to know such information or where the other party has consented to such disclosure.
13.4 LVSC shall be entitled to use any service users information for the purpose of collating information about its service users generally provided that LVSC shall obtain your consent before publishing your name or information that allows you to be specifically identified.
14. General
14.1 Each of the parties warrants that it has power to enter into this agreement and has obtained all necessary approvals to do so.
14.2 LVSC and the subscriber are independent of each other and nothing in these terms shall be taken as creating a relationship of agent to principal, employer to employee, partnership or joint venture between LVSC and any other party. Neither party shall be entitled to enter into agreements or other arrangements on behalf of the other.
14.3 Neither party shall be liable to the other or be deemed to be in breach of these terms by reason of any delay in performing, or any failure to perform, any of their obligations in relation to these terms, if the delay or failure was due to any cause beyond their reasonable control such as severe weather, a natural disaster, strikes, governmental action, terrorism, war and civil unrest.
14.4 These terms represent the entire agreement between the parties and supersede any previous representations or agreements whether recorded in writing or otherwise (save in the event of fraud or fraudulent misrepresentation).
14.5 The parties agree that these terms are fair and reasonable in all the circumstances. However if any provision of these terms is held not to be valid by a court of competent jurisdiction but would be valid if part of the wording were deleted, then such provision shall apply with such deletions as may be necessary to make it valid. If any of the provisions in these terms are held not to be valid the remaining provisions of these terms shall remain in full force and effect.
14.6 Both parties agree that these terms shall not be enforceable by any person who is not party to this Agreement by virtue of the Contracts (Rights of Third Parties) Act 1999.
14.7 By providing personal data relating to your employees or agents to us, you confirm that you are entitled to disclose that data to us under the terms of the Data Protection Act 1998 and related legislation and that we are entitled to process such data for the purposes of your subscription and providing the Services.
14.8 Either party may give any notice to the other by sending it by post addressed to their registered address or by sending it to such electronic communications address as may be notified to the other from time to time. Changes to the terms of services provided or to these terms and conditions may be posted from time to time on LVSC's website.
14.9 These terms will be governed and construed according to the laws of England and Wales and the parties submit to the exclusive jurisdiction of the English Courts.
