These Terms and Conditions for training courses (“Terms”) set forth the basis upon which Edgewords Ltd (“Edgewords”) will provide training courses (“Training”) using Edgewords Ltd course materials at specified locations and times agreed with customer (“Customer”) for delivery to Customer’s designated delegates (“Delegates”).
1. Requests: Customer shall provide Edgewords with firm request for Training which shall include at a minimum the name of the Delegates, scheduled date, location and name of the requested Training. All requests are subject to Edgewords’ acceptance. Training shall commence on the dates specified by Edgewords in its acceptance. All requests placed by Customer shall be governed by these Terms, and any terms set forth in Customer’s ordering document in addition to or inconsistent with these Terms shall be of no force or effect. These Terms supersede all prior statements, representations, discussions, negotiations and agreements by the parties, both oral and written.
2. Fees: Fees are payable within 30 days of the invoice date or 5 working days prior to the commencement of the Training, whichever is the sooner. Any overdue amounts shall be subject to an interest charge of 2% per month commencing on the date such amount becomes overdue. All payment must be made in pound sterling. The fees include tuition, all course documentation and materials, luncheon and refreshments at arrival, mid-morning and mid-afternoon. Accommodation, travel, breakfast and evening meals are not included.
3. Responsibility of the Customer: Edgewords reserves the right to (i) refuse or limit any services for Training if a Customer or a Delegate fails to satisfy the requirements for a Training course prior to the start of such course, and (ii) refuse, limit or cancel any Training if a Customer or Delegate in the opinion of Edgewords has displayed unreasonable behaviour or is deemed to be threatening, abusive or disruptive. In such events no refund will be paid. Customer and Delegates agree that all facilities and equipment used during the Training shall at the end of the Training be in the same condition as initially provided, wear and tear excepted.
4. Substitutions: If a Delegate is unable to attend the Training, a colleague employed by the same company may attend that course in his or her place, on the same date(s), at no extra charge. Substitutions of this kind must be in writing sent to Edgewords at least 24 hours before the commencement of the Training.
5. Cancellations: There is no charge for cancellations made more than 1 week in advance of the commencement of the Training. After this the full Training fee is payable. All cancellations must be in writing sent to Edgewords Ltd. Edgewords reserves the right to cancel any course by giving at least one weeks’ prior notice to the client, in this case a full refund shall be made to the client.
6. Transfers: In exceptional circumstances, and at the sole discretion of Edgewords, transfers to another presentation of the same course may be allowed, within the 1 week cancellation period as set out above. Under no circumstances will the normal cancellation fee by waived if such a transfer results in Edgewords having to cancel the initial Training because of insufficient delegates.
7. IMPORTANT – special offers From time to time Edgewords may offer special reduced prices and other offers on certain courses. In these cases NO REFUND WILL BE GIVEN in case of cancellation and NO TRANSFER TO ANOTHER PRESENTATION OF THE COURSE will be entertained.
9. Intellectual property rights: Ownership of all copyright and other intellectual property rights in the Edgewords course materials, including any documentation, data, technical information and know-how provided to the Customer and/or Delegate as part of the Training remains vested in Edgewords or its affiliates or suppliers. All such information shall be held in confidence and may not be disclosed or copied to third parties, without Edgewords express written consent. Upon payment of all sums due, Edgewords will grant the Customer a non-exclusive, non-transferable license to use internally a single copy of the Edgewords course material for the sole benefit of each Delegate registered for Training. If a third party claims that the course materials Edgewords provided to the Customer and/or Delegate infringe that party’s patent or copyright, Edgewords will defend the Customer against that claim, at Edgewords expense, and pay all reasonable costs, damages, and attorney’s fees that a court finally awards, provided that Customer (i) promptly notify Edgewords in writing of the claim, and (ii) allow Customer to control, and cooperate with Edgewords in the defence and any related settlement negotiations. If such a claim is made or appears likely to be made, the Customer agrees to permit Edgewords to enable the Customer to continue to use the course materials, or to modify or replace them. If Edgewords determines that none of these alternatives is reasonably available, the Customer agrees to return the course materials to Edgewords. Edgewords will then give Customer an appropriate credit for the returned materials. This is Edgewords entire obligation to the Customer and/or Delegate regarding any claim of infringement. Edgewords has no obligation regarding any claim based on the Customer and/or Delegate modification of course materials.
10. Warranty: Edgewords warrants that its personnel are suitably qualified and experienced to perform Training. All Training, including any documentation, publications, software programs or code, and other information provided by or on behalf of Edgewords or its suppliers to the Customer or Delegate are furnished on an “as is” basis, without warranty of any kind, whether express, implied, statutory or otherwise especially as to quality, reliability, timeliness, merchantability, fitness for a particular purpose, usefulness, sufficiency and accuracy.
11. Limitation of Liability: Edgewords and its suppliers will not be liable for any consequential, incidental, special or other indirect damages, such as lost profits, arising from these Terms. In the event that Edgewords fails to provide Training in accordance with these Terms, Edgewords’ (and its subcontractors) entire liability and Customers exclusive remedy for breach of these Terms shall be for Edgewords to use its reasonable efforts to re-perform the Training within a reasonable period of time; provided, that in the event Edgewords is unable to re-perform, Edgewords may elect to refund all payments actually received by Edgewords from Customer for the Training in question, in full satisfaction of Edgewords obligations. Such refund, subject however to the payments referred to in Clause “Intellectual property rights” described above, shall constitute Edgewords (and its subcontractors) entire liability and Customer’s exclusive remedy for such breach. In no event shall the aggregate liability for damages of Edgewords, its subcontractors, its employees and agents, arising from these Terms, whether by contract or tort, exceed the amounts Customer actually paid Edgewords.
12. General: These Terms and any disputes or claims arising out of or in connection with its subject matter are governed by and construed in accordance with the law of England. Neither party shall be liable for any delay or failure to meet its obligations under these Terms due to circumstances beyond its reasonable control, including but not limited to war, insurrection, labour strikes, shortages, factory or other labour conditions, fire, flood, accident or illness of a Edgewords personnel. If any provision of these Terms should be held to be unenforceable or invalid for any reason, such unenforceability or invalidity shall not affect the enforceability or validity of the remaining provisions, and the parties will substitute for such provision an enforceable and valid provision that most closely approximates the intent and economic effect of the unenforceable or invalid provision. No modification to these Terms will be binding unless it is in writing and signed by an authorized representative of each party. Edgewords may use subcontractors to perform Training. No assignment is permitted by Customer under these Terms.