Zero Gravity Safety Ltd undertakes to supply only safety equipment and/or related services that fully comply with the standards and regulations and claims made relating to those products and/or related services. Where appropriate, Zero Gravity Safety Ltd will maintain up to date technical files and associated documentation to ensure that regulatory compliance information can be supplied upon request. Where products are sourced from external organisations which hold technical files relating to the products being offered, Zero Gravity Safety Ltd will request confirmation that these files are current, complete, contain appropriate conformity assessment information and, where relevant, regulatory compliance certificates and will take all necessary steps to confirm the validity of the compliance documentation held by that external supplier in respect of the products being sourced.
Where services are provided related to safety equipment sourced from external organisations, Zero Gravity Safety Ltd will maintain approval from the manufacturer that the services provided are assessed and approved by the external organisation.
Returns Policy
- Zero Gravity endeavor to ensure prompt delivery of all orders as quickly as possible and in full. Short deliveries, damages and discrepancies must be notified to us within 48 hours of receipt of order. Damaged goods will be replaced within accordance with your statutory rights, customer services must be informed before goods are returned where a returns number will be provided and must be displayed on the packaging. If goods to be returned are claimed to be defective or damaged, we may ask for photographic evidence.
- Returns will be accepted subject to the goods being unused and returned in their original packaging in a condition fit for resale within 14 days of invoice date.
- The customer will take responsibility to cover the cost of the return carriage. When the returned goods have been received their condition will be checked. We will then refund the cost of the goods themselves minus a 20% restocking charge. (This restocking charge will not apply to customers purchasing in a purely independent capacity where written notice to return has been received within fourteen days of the receipt of goods). The original carriage surcharge cannot be refunded. Please note if a product has been modified in any way as per a customer’s instruction, all rights of return are null.
- Orders for dispatch may be cancelled any time prior to dispatch of goods without incurring any additional charges. Orders cancelled after being dispatched will be treated in the same manner as returns and may incur a 20% restocking charge.
- Goods to be returned must be unopened, unused and in a resaleable condition.
General Terms & Conditions
1. Interpretation
1.1 The definitions and rules of interpretation in this condition apply in these terms and conditions (Conditions).
Contract: the Customer’s purchase order and ZERO GRAVITY SAFETY’s acceptance of it, or the Customer’s acceptance of a quotation for Training by ZERO GRAVITY SAFETY under condition 2.2.
Customer: the person, firm or company who purchases Training from ZERO GRAVITY SAFETY.
Customer’s Equipment: any equipment including equipment belonging to the Customer’s employees, systems, cabling or facilities provided by the Customer and used directly or indirectly in the supply of Training.
Deliverables: all Documents, products and materials developed by ZERO GRAVITY SAFETY or its agents, subcontractors, consultants and employees in relation to the Training in any form.
Document: includes, without limitation, in addition to any document in writing, any drawing, map, plan, diagram, design, picture or other image, tape, disk or other device or record embodying information in any form.
In-put Material: all Documents, information and materials provided by the
Customer relating to the Training.
Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
ZERO GRAVITY SAFETY: means ZERO GRAVITY SAFETY and/or its subcontractor(s).
ZERO GRAVITY SAFETY’s Equipment: any equipment, including tools, systems, or facilities, provided by ZERO GRAVITY SAFETY or its subcontractors and used directly or indirectly in the supply of the Training which are not the subject of a separate agreement between the parties under which title passes to the Customer.
Training: the Training to be provided by ZERO GRAVITY SAFETY under the Contract together with any other Training which ZERO GRAVITY SAFETY agrees to provide for the Customer.
VAT: value added tax chargeable under English law for the time being and any similar additional tax.
1.2 Headings in these conditions shall not affect their interpretation.
1.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.4 The schedules form part of the Contract.
1.5 A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.
1.6 A reference to writing or written includes faxes and e-mail.
1.7 Any obligation in the Contract on a person not to do something includes, without limitation, an obligation not to agree, allow, permit or acquiesce in that thing being done.
1.8 References to conditions and schedules are to the conditions and schedules of the Contract.
2.1 These Conditions shall:
(a) apply to and be incorporated into the Contract; and
(b) prevail over any inconsistent terms or conditions contained, or referred to, in the Customer’s purchase order, confirmation of order, acceptance of a quotation, or specification or other Document supplied by the Customer, or implied by law, trade custom, practice or course of dealing.
2.2 The Customer’s purchase order, or the Customer’s acceptance of a quotation for Training by ZERO GRAVITY SAFETY, constitutes an offer by the Customer to purchase the Training specified in it on these Conditions. No offer placed by the Customer shall be accepted by ZERO GRAVITY SAFETY other than:
(a) by a written acknowledgement issued and executed by ZERO GRAVITY SAFETY; or
(b) (if earlier) by ZERO GRAVITY SAFETY starting to provide the Training,
when a contract for the supply and purchase of the Training on these Conditions will be established. The Customer’s standard terms and conditions (if any) attached to, enclosed with or referred to in any purchase order or other Document shall not govern the Contract.
2.3 Quotations are given by ZERO GRAVITY SAFETY on the basis that no Contract shall come into existence except in accordance with condition 2.2. Any quotation is valid for a period of 90 days from its date, provided that ZERO GRAVITY SAFETY has not previously withdrawn it.
3.1 The Training supplied under the Contract shall be provided by ZERO GRAVITY SAFETY to the Customer during the period specified subject to condition 11.
4.1 ZERO GRAVITY SAFETY shall use reasonable endeavours to provide the Training in accordance in all material respects with the Training described.
4.2 ZERO GRAVITY SAFETY shall use reasonable endeavours to meet any performance dates specified.
4.3 ZERO GRAVITY SAFETY shall use reasonable endeavours to observe all health and safety rules and regulations, and any other reasonable security requirements that apply at any of the Customer’s premises and that have been communicated to it under condition 5.1(e), provided that it shall not be liable under the Contract if, as a result of such observation, it is in breach of any of its obligations under the Contract.
5.1 Where Training is to be on the Customer’s premises the Customer shall:
(a) co-operate with ZERO GRAVITY SAFETY in all matters relating to the Training;
(b) provide ZERO GRAVITY SAFETY, its agents, subcontractors, consultants and employees, in a timely manner and at no charge, with access to thereto and other facilities as reasonably required by ZERO GRAVITY SAFETY;
(c) provide to ZERO GRAVITY SAFETY, in a timely manner, such In-put Material and other information as ZERO GRAVITY SAFETY may reasonably require and ensure that it is accurate in all material respects;
(d) be responsible (at its own cost) for preparing and maintaining the relevant premises for the supply of the Training;
(e) inform ZERO GRAVITY SAFETY of all health and safety rules and regulations and any other reasonable security requirements that apply at the Customer’s premises;
(f) ensure that all Customer’s Equipment is in good working order and suitable for the purposes for which it is used in relation to the Training and conforms to all relevant United Kingdom standards or requirements;
5.2 If ZERO GRAVITY SAFETY’s performance of its obligations under the Contract is prevented or delayed by any act or omission of the Customer, its agents, subcontractors, consultants or employees, ZERO GRAVITY SAFETY shall not be liable for any costs, charges or losses sustained or incurred by the Customer arising directly or indirectly from such prevention or delay.
5.3 Subject to clause 5.4 the Customer shall be liable to pay to ZERO GRAVITY SAFETY, on demand, all reasonable costs, charges or losses sustained or incurred by ZERO GRAVITY SAFETY (including, without limitation, any direct, indirect or consequential losses, loss of profit and loss of reputation, loss or damage to property and those arising from injury to or death of any person and loss of opportunity to deploy resources elsewhere) arising directly or indirectly from the Customer’s fraud, negligence, failure to perform or delay in the performance of any of its obligations under the Contract, subject to ZERO GRAVITY SAFETY confirming such costs, charges and losses to the Customer in writing.
5.4 In the event that the Customer cancels the Contract the Customer shall pay to ZERO GRAVITY SAFETY a sum representing ZERO GRAVITY SAFETY’s anticipated losses as follows:
(a) Cancellation within 5 days of the agreed date for delivery of Training, the full cost of the Training;
(b) Cancellation within 6 to 10 days of the agreed date for delivery of Training, half of the cost of Training;
(c) Cancellation within 11 to 20 days of the agreed date for delivery of Training, a quarter of the cost of Training;
5.5 The Customer shall not, without the prior written consent of ZERO GRAVITY SAFETY, at any time from the date of the Contract to the expiry of 12 months after the last date of supply of the Training, solicit or entice away from ZERO GRAVITY SAFETY or employ (or attempt to employ) any person who is, or has been, engaged as an employee[, consultant or subcontractor of ZERO GRAVITY SAFETY in the provision of the Training.
6.1 The total price shall be paid to ZERO GRAVITY SAFETY (without deduction or set-off). ZERO GRAVITY SAFETY shall invoice the Customer for the charges that are then payable, together with expenses, the costs of materials and VAT, where appropriate, calculated as provided in condition 6.2.
6.2 Any fixed price and daily rate excludes:
(a) the cost of hotel, subsistence, travelling and any other ancillary expenses reasonably incurred by the individuals whom ZERO GRAVITY SAFETY engages in connection with the Training, the cost of any materials and the cost of Training reasonably and properly provided by third parties and required by ZERO GRAVITY SAFETY for the supply of the Training. Such expenses, materials and third party Training shall be invoiced by ZERO GRAVITY SAFETY; and
(b) VAT, which ZERO GRAVITY SAFETY shall add to its invoices at the appropriate rate.
6.3 The parties agree that ZERO GRAVITY SAFETY may review and increase its standard daily fee rates and ZERO GRAVITY SAFETY will give the Customer written notice of any such increase 3 months before the proposed date of the increase. If such increase is not acceptable to the Customer, it may, within 14 days of such notice being received or deemed to have been received in accordance with condition 20, terminate the Contract by giving 1 month’s written notice to ZERO GRAVITY SAFETY.
6.4 The Customer shall pay each invoice submitted to it by ZERO GRAVITY SAFETY, in full and in cleared funds, within 30 days of receipt either to ZERO GRAVITY SAFETY direct or by BACS to a bank account nominated in writing by ZERO GRAVITY SAFETY.
6.5 Without prejudice to any other right or remedy that it may have, if the Customer fails to pay ZERO GRAVITY SAFETY on the due date, ZERO GRAVITY SAFETY may:
(a) charge interest on such sum from the due date for payment at either the annual rate of 4% above the base lending rate from time to time of National Westminster Bank plc, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment or interest under the Late Payment of Commercial Debts (Interest) Act 1998 whichever is the greater; and
(b) suspend all Training until payment has been made in full.
6.6 Time for payment shall be of the essence of the Contract.
6.7 All sums payable to ZERO GRAVITY SAFETY under the Contract shall become due immediately on its termination, despite any other provision. This condition 6.7 is without prejudice to any right to claim for interest under the law, or any such right under the Contract.
6.8 ZERO GRAVITY SAFETY may, without prejudice to any other rights it may have, set off any liability of the Customer to ZERO GRAVITY SAFETY against any liability of ZERO GRAVITY SAFETY to the Customer.
7. Intellectual property rights
7.1 As between the Customer and ZERO GRAVITY SAFETY, all Intellectual Property Rights and all other rights in the Deliverables and the Pre-existing Materials shall be owned by ZERO GRAVITY SAFETY and ZERO GRAVITY SAFETY licenses all such rights to the Customer free of charge and on a non-exclusive, worldwide basis to such extent as is necessary to enable the Customer to make reasonable use of the Deliverables and the Services. If ZERO GRAVITY SAFETY terminates the Contract under condition 11.1, this licence shall automatically terminate..
8. Confidentiality and Zero Gravity Safety’s property
8.1 The Customer shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Customer by ZERO GRAVITY SAFETY, its employees, agents, consultants or subcontractors and any other confidential information concerning ZERO GRAVITY SAFETY’s business or its products and services which the Customer may obtain.
8.2 The Customer may disclose such information:
(a) to its employees, officers, representatives, advisers, agents or subcontractors who need to know such information for the purposes of carrying out the Customer’s obligations under the Contract; and
(b) as may be required by law, court order or any governmental or regulatory authority.
8.3 The Customer shall ensure that its employees, officers, representatives, advisers, agents or subcontractors to whom it discloses such information comply with this condition 8.
8.4 The Customer shall not use any such information for any purpose other than to perform its obligations under the Contract.
9. Limitation of liability – THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CONDITION
9.1 This condition 9 sets out the entire financial liability of ZERO GRAVITY SAFETY (including any liability for the acts or omissions of its employees, agents, consultants, and subcontractors) to the Customer in respect of:
(a) any breach of the Contract;
(b) any use made by the Customer of the Deliverables or any part of them; and
(c) any representation, statement or tortious act or omission (including negligence) arising under or in connection with the Contract.
9.2 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
9.3 Nothing in these Conditions limits or excludes the liability of the Supplier:
(a) for death or personal injury resulting from negligence; or
(b) for any damage or liability incurred by the Customer as a result of fraud or fraudulent misrepresentation by the Supplier.
9.4 Subject to condition 9.2 and condition 9.3
(a) ZERO GRAVITY SAFETY shall not be liable for:
(i) loss of profits; or
(ii) loss of business; or
(iii) depletion of goodwill and/or similar losses; or
(iv) loss of anticipated savings; or
(v) loss of goods; or
(vi) loss of contract; or
(vii) loss of use; or
(viii) loss of corruption of data or information; or
(ix) any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.
(b) ZERO GRAVITY SAFETY’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance, or contemplated performance, of the Contract shall be limited to the price paid for the Training.
The Customer acknowledges and agrees that details of the Customer’s name, address and payment record may be submitted to a credit reference agency, and personal data will be processed by and on behalf of ZERO GRAVITY SAFETY in connection with the Training.
11.1 Without prejudice to any other rights or remedies which the parties may have, either party may terminate the Contract without liability to the other on giving the other not less than 1 month’s written notice or immediately on giving notice to the other if:
(a) the other party fails to pay any amount due under the Contract on the due date for payment and remains in default not less than 7 days after being notified in writing to make such payment; or
(b) the other party commits a material breach of any of the terms of the Contract and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach; or
(c) the other party repeatedly breaches any of the terms of the Contract in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Contract; or
(d) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being a natural person) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986] or (being a partnership) has any partner to whom any of the foregoing apply; or
(e) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party; or
(f) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or on connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(g) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party; or
(h) a floating charge holder over the assets of that other party has become entitled to appoint or has appointed an administrative receiver; or
(i) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party; or
(j) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days; or
(k) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in condition 11.1(d) to condition 11.1(j) (inclusive); or
(l) the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business; or
(m) there is a change of control of the other party (as defined in section 574 of the Capital Allowances Act 2001).
11.2 The parties acknowledge and agree that any breach of conditions 11.1.(d) to 11.1.(l) inclusive shall constitute a material breach for the purposes of this condition 11.
11.3 On termination of the Contract for any reason:
(a) the Customer shall immediately pay to ZERO GRAVITY SAFETY all of ZERO GRAVITY SAFETY’s outstanding unpaid invoices and interest and, in respect of Training supplied but for which no invoice has been submitted, ZERO GRAVITY SAFETY may submit an invoice, which shall be payable immediately on receipt;
(b) the Customer shall , within a reasonable time, return all of ZERO GRAVITY SAFETY’s Equipment, and Deliverables in an undamaged condition. If the Customer fails to do so, then ZERO GRAVITY SAFETY may enter the Customer’s premises and take possession of them. Until they have been returned or repossessed, the Customer shall be solely responsible for their safe keeping; and
(c) the accrued rights and liabilities of the parties as at termination and the continuation of any provision expressly stated to survive or implicitly surviving termination, shall not be affected.
11.4 On termination of the Contract (however arising), the following conditions shall survive and continue in full force and effect:
(a) condition 7;
(b) condition 8;
(c) condition 9;
(d) condition 11; and
(e) condition 21.
ZERO GRAVITY SAFETY shall have no liability to the Customer under the Contract if it is prevented from, or delayed in performing, its obligations under the Contract or from carrying on its business by acts, events, omissions or accidents beyond its reasonable control, including (without limitation) strikes, lock-outs or other industrial disputes (whether involving the workforce of ZERO GRAVITY SAFETY or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
13.1 ZERO GRAVITY SAFETY may, from time to time and without notice, change the Training in order to comply with any applicable safety or statutory requirements, provided that such changes do not materially affect the nature, scope of, or the charges for the Training. ZERO GRAVITY SAFETY may, from time to time change the Training, provided that such changes do not materially affect the nature or quality of the Training and, where practicable, it will give the Customer at least 14 day’s notice of any change.
13.2 Subject to condition 13.1, no variation of the Contract or these Conditions shall be valid unless it is in writing and signed by or on behalf of each of the parties.
14.1 A waiver of any right under the Contract is only effective if it is in writing and it applies only to the circumstances for which it is given. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that (or any other) right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that (or any other) right or remedy.
14.2 Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.
15.1 If any provision of the Contract (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed not to form part of the Contract, and the validity and enforceability of the other provisions of the Contract shall not be affected.
15.2 If a provision of the Contract (or part of any provision) is found illegal, invalid or unenforceable, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
16.1 The Contract constitutes the whole agreement between the parties and supersedes all previous agreements between the parties relating to its subject matter.
16.2 Each party acknowledges that, in entering into the Contract, it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) (other than for breach of contract), as provided in the Contract.
16.3 Nothing in this condition shall limit or exclude any liability for fraud.
17.1 The Customer shall not, without the prior written consent of ZERO GRAVITY SAFETY, assign, transfer, charge, mortgage, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
17.2 ZERO GRAVITY SAFETY may at any time assign, transfer, charge, mortgage, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent.
17.3 Each party that has rights under the Contract is acting on its own behalf and not for the benefit of another person.
Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.
A person who is not a party to the Contract shall not have any rights under or in connection with it.
20.1 Any notice required to be given under the Contract shall be in writing and shall be delivered personally, or sent by pre-paid first-class post, recorded delivery or by commercial courier to the other party and for the attention of the person specified in the Quotation, or as otherwise specified by the relevant party by notice in writing to the other party.
20.2 Any notice shall be deemed to have been duly received if delivered personally, when left at the address and for the contact referred to in the Quotation or, if sent by pre-paid first-class post or recorded delivery, at 9.00 am on the second Business Day after posting, or if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed.
20.3 This condition 20 shall not apply to the service of any in any proceedings or other documents in any legal action.
20.4 A notice required to be given under or in connection with the Contract shall not be validly served if sent by e-mail.
21. Governing law and jurisdiction
21.1 The Contract, and any dispute or claim arising out of or in connection with it or its subject matter, shall be governed by, and construed in accordance with, the law of England and Wales.
21.2 The parties irrevocably agree that the courts of England and Wales shall have [non-]exclusive jurisdiction to settle any dispute or claim that arises out of, or in connection with, the Contract or its subject matter.
