| 1. |
This Agreement sets out the entire and only agreement between the parties and supersedes any previous agreement between the parties relating to the subject matter of this Agreement. |
| 2. |
Neither of the parties shall be bound by, or liable to the other party for, any representation, promise or inducement (other than fraudulent misrepresentations) made by any agent or person on behalf of such party that is not contained in this Agreement. |
| 3. |
No variation of this Agreement (or of any of the documents referred to in it) shall be valid unless it is in writing and signed by or on behalf of each of the parties by an authorised signatory. |
| 4. |
This Agreement and all matters arising out of it shall be governed by, and construed in accordance with, the laws of England and Wales and the parties agree to submit to the exclusive jurisdiction of the English courts. |
| 5. |
All Intellectual Property Rights in The Negotiation Academy-Europe Materials will remain vested in The Negotiation Academy-Europe (or its relevant licensors) and to the extent that any rights in such Materials and data vest in the Company by operation of law, the Company hereby assigns such rights to The Negotiation Academy-Europe. The Company will notify The Negotiation Academy-Europe promptly upon becoming aware of any unauthorised use of The Negotiation Academy-Europe Materials. |
| 6. |
The Company shall: |
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| a. |
be entitled to use The Negotiation Academy-Europe Materials solely for its internal business purposes and not for the purposes of any third party; |
| b. |
not copy The Negotiation Academy-Europe Materials without the prior written consent of The Negotiation Academy-Europe and then only be permitted to use the same for the purposes referred to in clause 6(a) above; and |
| c. |
not remove, suppress or modify in any way any proprietary marking, including any trade mark or copyright notice, on or in The Negotiation Academy-Europe Materials and the Company further agrees to incorporate any such proprietary markings in any copies it is authorised to make. |
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| 7. |
The Negotiation Academy-Europe warrants that the Training Services will be performed by appropriately qualified and trained personnel using all reasonable care and skill. |
| 8. |
The warranties expressly set out in this Agreement are the only warranties that The Negotiation Academy-Europe gives to the Company in respect of the Training Services and all other warranties, representations or terms of equivalent effect that might be implied by law are excluded to the extent permitted by law. |
| 9. |
Each party shall, in respect of the Confidential Information for which it is the recipient: |
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| a. |
Keep the Confidential Information strictly confidential and not disclose any part of such Confidential Information to any person except as permitted by or as required for the performance of the recipient's obligations under this Agreement; |
| b. |
Take all reasonable steps to prevent unauthorised access to the Confidential Information; |
| c. |
Not use the Confidential Information other than for the purposes set out in this Agreement; |
| d. |
The parties may disclose the Confidential Information to, and allow its use in accordance with this Agreement by employees, officers and in the case of The Negotiation Academy-Europe its sub-contractors used to provide the Training Services provided that each party shall procure that such third parties comply with the provisions of clause 9(c) above; |
| e. |
The restrictions in clause 9(c) do not apply to any information to the extent that it: |
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i. Is or comes within the public domain other than through a breach of clause 1.9; or is in the recipient’s
ii. Possession (with full right to disclose) before receiving it from the other party; or Is lawfully received from
iii. A third party (with full right to disclose); or
iv. Is independently developed by the recipient without access to or use of the Confidential Information. |
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| 10. |
Each party undertakes to comply with all applicable legislation. |
| 11. |
Without prejudice to clause 1.12 the Company warrants and undertakes to The Negotiation Academy-Europe that all personal data given to The Negotiation Academy-Europe complies in all respects with the Data Protection Act 1998 and that The Negotiation Academy-Europe may use such information for the purposes of administering and/or providing the Training Services. Any Personal Data provided to The Negotiation Academy-Europe will be recorded by The Negotiation Academy-Europe on its Training Services database. |
| 12. |
The Negotiation Academy-Europe’s liability to the Company in respect of any claim for breach of contract, negligence, breach of statutory duty or under any indemnity or otherwise shall be limited as follows: |
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| a. |
In respect of any claim for personal injury or death caused by The Negotiation Academy-Europe's negligence or that of its employees, agents and/or sub-contractors, no limit shall apply; |
| b. |
In respect of any other claim, The Negotiation Academy-Europe's liability to the Company shall be limited in aggregate to the sums (excluding VAT) paid by the Company to The Negotiation Academy-Europe under this Agreement. |
| c. |
The Negotiation Academy-Europe shall not be liable for any indirect or consequential loss including loss of profits; loss of earnings; loss of business or goodwill; business interruption; even if The Negotiation Academy-Europe had notice of the possibility of the Company incurring such losses. |
| d. |
The Company shall pay the fees and charges for the Training Services as stated on the Booking Form within 5 working days of receipt of The Negotiation Academy-Europe's invoice. All fees are subject to VAT at the prevailing rate. |
| e. |
The Company shall be responsible for all incidental expenses (including without limitation travel and accommodation expenses) for each delegate participating in the Training Services. |
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| 13. |
The following provisions shall apply to cancellation or postponement of all public/in-house Training Services to be delivered by the Company: |
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| a. |
Public: we deploy as much flexibility as possible to accommodate possible changes to your schedule and therefore allow postponements to a later date of your choice. You are able to change both the date and the nature of the course, with an upgrade in fee applicable if a higher priced course is selected. Postponements are subject to course availability and confirmation from our Head Office. Postponements received less than 4 weeks prior to day 1 of the course are subject to a 50% administration fee, and postponements received any later than this period is subject to 100% of the fees, at the Company’s discretion. Unpaid cancellations of bookings within the same period are subject to the same terms. |
| b. |
In-house: delegate changes are accommodated wherever possible. Due to the significant amount of individual delegate detail and customised workshop preparation, final delegate details are to be confirmed at least 6 weeks and no later than 3 weeks prior to delivery of the in-house engagement. Any changes to delivery later than this period are subject to an administration fee of up to 50% of the quotation, at the Company’s discretion. Please be advised that we are unable to cancel and refund confirmed in-house engagements. If changes need to be made to the delivery of the engagement, we will do our utmost to accommodate any new requirements to the best of our ability. |
| c. |
All existing bookings 3 weeks prior to any public access course will be accommodated in the way of materials preparation and case study simulation. Therefore if you cancel your unpaid booking less than 3 weeks prior to the course, you will be charged 50% of the value of your booking. It is our express intention to accommodate any changes to your schedule to the best of our ability; therefore we would appreciate your attention to your booking within this given time frame. Payment for all engagements must be received minimum 3 weeks prior to the event. |
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| 14. |
In-house Services: Travel, Accommodation, Materials Shipping, Incidentals and Payment |
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| a. |
Travel: the client is responsible for all costs associated with travel, accommodation, the shipment of training materials and any incidentals related to delivery of services. Road travel within the United Kingdom is charged at 40p per mile and all other travel is charged at cost. The travel costs for all London based engagements will include taxi fares of the Trainer to and from the training venue within the radius of the M25 motorway. Air Travel: for flights in excess of 3 hours in duration, business class travel is required. The Client is responsible for transfer fees to and from the arrival airport from the Consultant’s registered location upon departure and arrival. The Client is responsible for transfer fees to and from the arrival airport to the arranged location for accommodation and delivery of the intervention. The Client is responsible for the arrangement of flights where required. |
| b. |
Accommodation: Any accommodation provided must include access to the internet and meet at least a 4 star hotel rating or equivalent. The Client is responsible for the arrangement of accommodation where required which must include catering for the Consultant during delivery. |
| c. |
Materials Shipping: the Client is responsible for any costs associated with the shipping and customs requirements of material from London to the venue selected for delivery of services. The Company utilises a local courier service offering competitive rates for global delivery. |
| d. |
Incidentals: the Client is responsible for any expenses incurred related to delivery of services. |
| e. |
Payment: We require a 50% deposit payment together with our signed Purchase Order Booking form to allocate resources, and secure intervention dates. The balance is payable on completion of the engagement and is immediately due for payment on presentation of the invoice. The Client is required to fax or e-mail proof of payment in order to secure the booking. Services cannot be delivered until proof of payment has been received. |
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| 15. |
Neither party will be liable for any delay or failure in the performance of its obligations under this Agreement if such delay or failure is due to an event of force majeure. The Negotiation Academy-Europe shall be entitled to reschedule Training Services where there are insufficient delegates. |
| 16. |
The parties hereby agree that nothing in this Agreement shall be construed as creating a right that is enforceable by any person who is not a party to this Agreement or a permitted assignee of such a party. |
| 17. |
The Company may not assign, transfer, charge or deal in any other manner with this Agreement or any of its rights under it, or purport to do any of these things, or sub-contract any or all of its obligations under this Agreement without the prior written consent of The Negotiation Academy-Europe. |
| 18. |
This Agreement shall commence upon receipt by The Negotiation Academy-Europe of the completed Booking Form and shall terminate upon the earlier of completion of the Training Services or otherwise as terminated in accordance with these terms and conditions. |
| 19. |
The Negotiation Academy-Europe shall be entitled to terminate this Agreement without liability to the Company and without prejudice to The Negotiation Academy-Europe’s other rights at any time by giving notice in writing to the Company if the Company: |
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| a. |
Commits a breach of any of the terms or conditions of this Agreement, or |
| b. |
Enters into liquidation (apart from solvent liquidation for the purposes of amalgamation or reconstruction), is dissolved or suffers any similar action. |
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| 20. |
In this Agreement, the following definitions shall apply:
- “Agreement” means the Booking Form together with these terms and conditions.
- “Booking Form” means The Negotiation Academy-Europe’s Booking Form completed by the Company in accordance with this Agreement.
- “Company” means the party named as the Company in the Agreement.
- “Confidential Information" means any and all information relating to the trade secrets, operations, processes, plans, intentions, product information, prices, know-how, designs, customer lists, market opportunities, transactions, affairs and/or business of the parties and/or to their customers, suppliers, and clients.
- “The Negotiation Academy-Europe Materials" means any of the items provided by The Negotiation Academy-Europe to the Company in connection with this Agreement and includes software and/or documentation.
- “Intellectual Property Rights" means copyright, database right, patents, registered and unregistered design rights, registered and unregistered trade marks, and all other industrial, commercial or intellectual property rights existing in any jurisdiction in the world and all the rights to apply for the “Training Services" means the Training Services to be provided by The Negotiation Academy-Europe as specified in the Booking Form.
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