01Acceptance of terms and conditions
Scope and binding agreement
These Terms and Conditions constitute a legally binding agreement between Whitewater Training Limited ("The Company") and you ("The Client"), governing the access and use of all services, products, information, and communications provided by The Company.
Consent to terms
By accessing, utilising, engaging in any service, or making payment on an invoice, The Client explicitly acknowledges and agrees to be bound by these Terms and Conditions in their entirety. This includes any amendments or updates that The Company may make to these Terms and Conditions in the future.
Continuity of agreement
In instances where the agreement is entered into with a sole trader or a director of a company, and there arises a cessation of trading, a change in the company's name, or a modification in the entity's legal nature, this agreement shall persist unaffected by such alterations. It will continue to be operative and binding upon any successor entity or entities that the sole trader or director assumes control over.
Updates to terms
The Company reserves the right to amend, modify, or update these Terms and Conditions at any time without prior notice. The Client's continued use of The Company's services after such changes constitutes their acceptance of the new Terms and Conditions.
Legal capacity
By agreeing to these Terms and Conditions, The Client represents and warrants that they possess the legal capacity to enter into this agreement and are not barred from doing so under any applicable laws, regulations, or contractual obligations.
02Formalisation of future amendments and agreements
Requirement for written amendments
Any changes, amendments, agreements, or understandings made, whether arising from discussions, negotiations, or other forms of communication between The Company and The Client, must be documented in writing to be considered valid and enforceable.
Signature and company stationery
To ensure authenticity and prevent any potential disputes, such written amendments or agreements must be signed by the authorised representatives of both parties using ink (handwritten signature) and must be executed on The Company's official letterheaded stationery.
Non-binding until formalised
No verbal agreements, understandings, or representations made by any party representing The Company shall be considered binding. Such verbal communications are deemed non-effective and non-binding until they are captured in writing, signed as detailed above, and executed on The Company's letterheaded stationery.
Authority to bind The Company
Only individuals with expressly delegated authority from The Company are permitted to sign any such amendments or agreements on behalf of The Company. Any agreement or amendment purportedly signed on behalf of The Company by an individual without such authority shall be considered void and without effect.
Clarity and avoidance of doubt
This clause is implemented to maintain clarity, prevent misunderstandings, and ensure that all parties have a clear and unambiguous record of any modifications to the terms of their business relationship.
03Interpretation of other signatures and agreements
Any signatures or agreements by representatives of either The Company or The Client, which are made outside the parameters set forth in these Terms and Conditions, and which do not adhere to the stipulated requirements of written documentation on The Company's letterheaded stationery, shall be interpreted solely as an acknowledgement of consideration or discussion. Such signatures or agreements shall not constitute a formal or binding amendment to these Terms and Conditions, nor shall they be construed as creating any contractual obligations or liabilities beyond the scope of what is expressly agreed upon and documented as per the aforementioned requirements.
04Non-disparagement clause
The Client hereby undertakes, covenants, and agrees to refrain from making any comments or statements, whether in public forums or private communications, that are derogatory, defamatory, or in any manner likely to be prejudicial to the reputation, goodwill, or business interests of The Company.
05Intellectual property rights
No intellectual property rights are transferred to The Client, and remain vested in The Company, unless explicitly stated in a separate document titled "Transfer of Rights", which will detail the specifics of the transfer, including the nature of the rights, parties involved, and any other pertinent information. All rights remain vested in The Company. Additionally, it is to be noted that from time to time, The Company may make strategic suggestions regarding, but not limited to, courses of action, methodologies, processes, and opportunities. These suggestions are proprietary to The Company and may be shared with entities other than The Client at The Company's sole discretion.
Limited licence of software
Any software, machine, or human readable code in which intellectual property is vested in The Company is licensed to The Client on a non-perpetual, revocable basis. This licence is strictly limited to the use of the software solely for the purpose for which it was provided. The Client is expressly prohibited from creating any derivative works based on such software without the prior written consent of The Company. This restriction is in place to protect the proprietary rights of The Company and to ensure that the software is used in accordance with the agreed terms.
06Disclaimer of warranties for services
No warranties for specific purposes
The Company provides its services "as is" and without any warranty or condition, express, implied, or statutory. The Company specifically disclaims any implied warranties of title, merchantability, fitness for a particular purpose, and non-infringement.
Use of services at Client's risk
The Client acknowledges and agrees that the use of services provided by The Company is at their own risk. The Company does not guarantee that the services will meet the Client's requirements or expectations, or that the service provision will be uninterrupted, timely, secure, or error-free.
No liability for consequential damages
The Company shall not be liable for any direct, indirect, incidental, special, consequential, or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data, or other intangible losses (even if The Company has been advised of the possibility of such damages), resulting from the use or the inability to use the service.
Client responsibility
The Client is solely responsible for ensuring that the services provided by The Company are suitable for their intended use. The Client shall indemnify and hold harmless The Company from any claims, damages, liabilities, costs, and expenses (including legal fees) arising from the Client's use of the services.
07Changes to rates and services
Modification rights
The Company may revise the rates and service levels at its discretion, in accordance with prevailing UK legislation.
Scheduled reviews
Rate revisions are scheduled annually and coincide with assessments of the UK Budget and Retail Price Index at the end of Q2 each year.
Notification
Although rate adjustments may occur without prior direct notification, all changes will be reflected in the invoices following the review period.
Contract continuity
Adjustments to rates or service levels under this clause do not provide grounds for contract termination by The Client, as agreed upon in the terms and conditions of this agreement.
08Staff allocation and task execution
Flexibility in staff assignment
The Company reserves the right to assign or reassign any tasks or responsibilities to any member of its staff as it deems fit. There is no obligation for The Company to allocate any specific member of staff to perform tasks or services for The Client.
Right to change personnel
The Company may, at its sole discretion, change the personnel assigned to perform its services at any time, without the need for prior notice or consent from The Client.
Location and manner of task execution
The Company retains the discretion to determine where and how its services are to be performed. Tasks may be completed at any location and in any manner, and at any time deemed appropriate by The Company.
09Cancellation policy
Specified service term
If a specific service term is agreed upon between The Client and The Company, The Client may not terminate or cancel the contracted services prior to the completion of the agreed service period, except under the following conditions:
- The Client must provide a written notice of cancellation to The Company no less than three (3) months in advance of the intended termination date. This notice must be delivered in a manner that ensures receipt, such as registered post or electronic mail with read receipt.
- Alternatively, should The Client elect to immediately cancel the contracted services, The Client shall be obligated to remit a single, upfront payment. This payment shall be equivalent to the charges for three (3) months of the contracted service, calculated based on the service value of the three (3) preceding months prior to notification of cancellation. This payment is non-refundable and must be made in full as compensation for the early termination of services.
Unspecified service term
In cases where no specific service term is agreed upon at the outset of the contractual engagement, the service term will default to a minimum period of three (3) months, indefinitely recurring. The same conditions for cancellation as outlined above (under the Specified Service Term) will apply.
This Cancellation Policy is designed to ensure that The Company has sufficient notice to adjust its resource allocation and service planning, or to compensate for the loss of expected revenue due to the premature termination of the service agreement.
10Termination of agreement due to Client's conduct
Right to terminate for unacceptable conduct
The Company reserves the right to consider any actions or behaviour by The Client that, in The Company's sole discretion, significantly undermines the professional relationship or obstructs the provision of services, as an act of cancellation by The Client.
Staff rights to a safe working environment
The Company emphasises the fundamental right of its staff to a safe working environment. This encompasses freedom from threats to health and safety, mental well-being, and protection from abuse, bullying, or any other forms of harassment. The Company will not tolerate any conduct by The Client that jeopardises these rights. Any infringement on this principle by The Client may lead to the immediate invocation of the Cancellation Policy as part of this clause.
Implementation of cancellation policy
Upon such determination, the existing Cancellation Policy outlined in these Terms and Conditions will be invoked. This includes the application of any stipulated notice periods, calculation of cancellation fees, and adherence to other relevant terms of the Cancellation Policy.
11Travel time compensation
Billable travel time
The Client acknowledges and agrees that any travel undertaken by representatives of The Company to the Client's location or any other location as requested by The Client, which exceeds thirty (30) minutes in one direction, will be considered billable time.
Prevailing rate
Such billable travel time will be charged at the prevailing rate, which is subject to change and will be detailed on the invoice.
Invoicing for travel time
Billable travel time will be itemised on the Client's invoice, providing a detailed account of the travel time incurred.
12Supremacy of agreement
In the event of any conflict or confusion arising from other conversations, documents, or agreements, the terms set forth in this document shall prevail and be accepted as the definitive and overriding agreement. No implied or explicit agreement, whether verbal or written, shall supersede the terms outlined herein. The terms set forth in this document represent the full and final understanding between The Company and The Client.
13Termination by The Company
Right of termination
The Company reserves the unilateral right to terminate any agreement or contract with The Client at any time, without the need to establish cause and without requiring prior consent or approval from The Client.
Waiver of liability
In the event of such termination by The Company, irrespective of the circumstances or timing, The Client shall not hold The Company responsible or liable for any form of loss, damage, or detriment that may be perceived or actually incurred by The Client as a result of this termination. This waiver includes, but is not limited to, claims for loss of revenue, anticipated profits, goodwill, opportunity, or any other indirect or consequential losses.
Notification
While not obligated, The Company endeavours, where practicable, to provide reasonable notice to The Client in the event of such termination to facilitate an orderly transition or conclusion of services.
Severability and survival
This limitation of liability is to be read in conjunction with the Severability clause (Clause 23) of these Terms and Conditions and shall survive the termination of the agreement, continuing in full legal force and effect.
14Flexibility of timelines
Estimated timelines
The timelines provided for the completion of any services, deliverables, or milestones are estimates and not guaranteed. The Company will make reasonable efforts to adhere to these timelines, but circumstances may necessitate changes.
Right to adjust
The Company reserves the right to modify any timelines as necessary due to unforeseen circumstances, changes in project scope, availability of resources, or any other factors that may impact the delivery schedule.
Communication
The Company will communicate any significant changes to the estimated timelines to The Client, and will work collaboratively to adjust expectations and plans accordingly.
No liability for changes
The Client acknowledges and agrees that any changes to the estimated timelines do not constitute a breach of this agreement and will not hold The Company liable for any direct or indirect damages resulting from such changes.
15Non-exclusivity and competitive engagement
Non-exclusivity for The Company
The Client acknowledges and agrees that The Company's engagement with The Client is on a non-exclusive basis. The Company retains the right and discretion to provide services to other clients, including those that may be in direct competition with The Client.
Non-exclusivity for The Client
Similarly, The Client is entitled to engage with, solicit, or work with any other business entity, including those known to be clients of The Company, or who may currently be receiving services from The Company. This engagement shall not be construed as a conflict of interest or a breach of any duty or obligation on the part of The Client.
No competitive restriction
Both parties agree that there shall be no covenant or provision in place that restricts or prohibits either party from engaging in business or providing services to any other client, irrespective of the nature of their business or their market position. Each party affirms that engagement with other parties will not constitute a breach of any duty or obligation owed to the other party under this agreement.
16Late payment policy
Payment terms
The Client agrees to adhere to the payment terms as specified in the invoice or agreement. Failure to make payment within these terms constitutes a breach of contract.
Interest on late payments
In the event of late payment by The Client, interest on the overdue amount shall be charged in accordance with the Late Payment of Commercial Debts (Interest) Act 1998, as amended and supplemented by the Late Payment of Commercial Debts Regulations 2013. This interest will be calculated from the due date of the payment until the date the payment is received in full.
Compensation for recovery costs
Additionally, The Company is entitled to claim fixed sum compensation for recovery costs incurred due to late payment, as outlined in the aforementioned legislation.
Notification of late payment
The Client will be notified of any overdue payment and the applicable interest and recovery costs that will accrue. The Company reserves the right to take further legal action if the payment, along with the interest and recovery costs, is not received within a reasonable timeframe.
Continuation of services
The Company may, at its discretion, withhold further services until all outstanding payments, including accrued interest and recovery costs, are received in full.
17Personal guarantee and credit reporting
Personal guarantee for payment
In the case of agreements entered into with sole traders or directors of companies, The Client shall provide a personal guarantee for the payment of all sums due under the terms of the agreement. This guarantee ensures that The Client is personally liable for any outstanding debts to The Company, in addition to the corporate or business entity's liability.
Reporting to credit agencies
The Client acknowledges and agrees that in the event of any payment remaining outstanding beyond the agreed payment terms, The Company reserves the right to pass on the details of such default to credit reference agencies. This may affect The Client's credit rating and ability to obtain credit in the future.
Notification of reporting
Prior to reporting to a credit agency, The Company will provide The Client with a final notice, granting an opportunity to settle the outstanding amount. Failure to clear the debt within this stipulated period will result in the reporting of the default to the credit reference agencies.
Compliance with data protection laws
All reporting of outstanding debts to credit agencies will be conducted in compliance with relevant data protection laws, including the UK Data Protection Act and UK GDPR, ensuring the lawful and fair processing of personal data.
18Governing law
These Terms and Conditions, and any dispute, claim or obligation arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims), shall be governed by and construed in accordance with the law of England and Wales. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any such dispute or claim.
19Contact information
For any queries or more information regarding these Terms and Conditions, please contact The Company at the address below.
20Definition of "The Company"
For the purposes of these Terms and Conditions, "The Company" shall refer to and encompass Whitewater Training Limited, including its directors and shareholders. This definition is inclusive of all trading styles and designations under which Whitewater Training Limited may operate, including but not limited to "Pukka", "Pukka Developments", and any business conducted under the name "Jason White". This clarification is intended to ensure that all references to "The Company" within this document are understood to include all such entities and personas, irrespective of the trading style or designation employed in the course of business.
21Clarification of pronouns
For the avoidance of doubt, within these Terms and Conditions, any use of the pronouns "we", "our", "us", and any other pronouns or terms that may be construed to refer to the service provider, shall be understood to refer exclusively to The Company. This clarification ensures that such pronouns are interpreted consistently throughout this document in reference to the aforementioned entity and its various operational styles.
22Definition of "The Client"
For the purposes of these Terms and Conditions, "The Client" shall refer to any individual, group of individuals, company, or legal entity that engages the services of The Company or enters into any form of contractual agreement with The Company. This definition encompasses the entity or individual who initiates the service agreement, as well as any agents, affiliates, or representatives acting on behalf of said entity or individual in relation to the services provided by The Company. This definition is intended to ensure that all references to "The Client" within this document are uniformly understood to include all such parties involved in the solicitation, negotiation, and receipt of services provided by The Company.
23Severability
In the event that any provision of these Terms and Conditions is found to be invalid, illegal, or unenforceable by a court or other competent authority, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving its intent to the greatest extent possible. If such modification is not possible, the provision shall be severed from these Terms and Conditions. The invalidity, illegality, or unenforceability of any such provision shall not affect the validity, legality, and enforceability of the remaining provisions of these Terms and Conditions, which shall remain in full force and effect.
24Expenses incurred by The Company
The Client agrees to reimburse The Company for all reasonable expenses incurred in connection with the performance of services under this agreement. These expenses include, but are not limited to, travel, accommodation, meals, and any out-of-pocket expenses directly related to the services provided.
The Company will seek pre-approval from The Client for any expenses that are expected to exceed £100 per item. A detailed invoice listing all expenses, accompanied by supporting documentation, will be provided to The Client.
Reimbursements shall be made by The Client immediately upon receipt of the detailed invoice. All payments must be settled promptly to avoid disruption of ongoing service provision.
25Supplementary agreements
The following documents form part of these Terms and Conditions where they apply to a given engagement. Each is supplementary to, and incorporates, the terms on this page. In the event of any conflict, these Terms and Conditions prevail, except on the specific subject matter addressed in the supplementary document, where that document prevails.
| Agreement | What it covers | Document |
|---|---|---|
| Hosting Terms & SLA | Managed hosting, availability targets, support hours and backups. Applies where The Company provides hosting and related services. |