Terms and Conditions
- SERVICES. Consultant agrees to provide on-line or in-person training services ("Services") to Customer and Customer agrees to accept such Services, in accordance with and subject to the terms and provisions of this Agreement and the attached Statement of Work ("SOW").
- CONSIDERATION AND PAYMENT. If payment hasn’t been collected at the time of registration and is instead invoiced, customer will pay all invoices within fifteen (15) days after the date of each invoice. Customer shall make and deliver all payments to Consultant's address for notices as set forth in the SOW. Interest shall accrue on late payments from the date such payments are due until paid at 18% per annum. Except as set forth herein, in the event Customer determines to pay for Consultant's fees in advance, such payments will be non-refundable. However in the event Customer is unable to connect to the on-line training site due to technical incompatibility between the Customer and the on-line training site or Customer inability to operate the site after attempting to connect, then Consultant shall refund all but $30 of the payment made.
- TRAINING MATERIALS. In the course of providing the Services, Consultant may provide Customer with various training materials to be used by Customer and Customer's employees, including printed books and pamphlets, downloadable practice files and e-learning modules, CDs, and other materials delivered in print, electronic, digital or other formats (collectively, the "Training Materials"). All right, title and interest in and to the Training Materials and the intellectual property rights thereto are solely and exclusively owned by Consultant and its licensors, and this Agreement shall not be construed as conferring or transferring any rights of ownership to the Training Materials or to any information therein to Customer. Consultant does hereby grant to Customer a limited, nonexclusive, nontransferable license to use the Training Materials in accordance with this Agreement. Customer and Customer's employees and contractors shall not sell, copy, reproduce, sub-license, modify, adapt, translate, create derivative works of, reverse engineer or decompile the Training Materials in whole or in part. Customer shall not remove any proprietary markings of Consultant or its licensors.
- CONSULTANT'S PERSONNEL; SCHEDULING CHANGES.
- Consultant will use its sole discretion to select its personnel or contractors to perform the Services. In the event any of Consultant's personnel or contractors, through sickness, disability or incapacity, becomes unable to perform training Services as scheduled hereunder, Consultant will advise Customer as soon as practicable and the parties will reschedule Consultant's personnel performing such training Services.
- Customer may reschedule the class with at least 48 hours of notice. Classes must be rescheduled within 15 days of the original date, and may only be rescheduled once. Failure to provide at least 48 hours notice to reschedule or in the event the class is not rescheduled within 15 days of the original date or more than one attempt to reschedule is made all fees payable hereunder shall be immediately due and payable and non-refundable.
- WARRANTY DISCLAIMER; LIMITATIONS OF LIABILITY.
- CONSULTANT MAKES NO REPRESENTATION REGARDING THE RESULTS TO BE ACHIEVED OR THE ATTAINMENT OF ANY OBJECTIVES IN CONNECTION WITH THE SERVICES. CONSULTANT DISCLAIMS AND MAKES NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES PERFORMED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, THOSE ARISING BY STATUTE OR OTHERWISE IN LAW, OR FROM A COURSE OF DEALING OR USAGE OF TRADE.
- IN NO EVENT SHALL CONSULTANT BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES, HOWEVER CAUSED, TO CUSTOMER OR ANY OTHER PARTY AS A RESULT OF THE PERFORMANCE OR NON-PERFORMANCE BY CONSULTANT OF ANY SERVICES DESCRIBED HEREIN, WHETHER FORESEEABLE OR NOT AND EVEN IF CONSULTANT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CONSULTANT'S LIABILITY WITH RESPECT TO, ARISING FROM, OR IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE AND ACKNOWLEDGING THE DISCLAIMER OF WARRANTY HEREIN, IS LIMITED TO THE FEES ACTUALLY PAID BY CUSTOMER TO CONSULTANT FOR ANY SERVICES DETERMINED TO BE ACTUALLY DEFICIENT.
- GENERAL TERMS AND CONDITIONS.
- This Agreement shall be governed by and construed in accordance with Colorado law. The parties irrevocably submit to the exclusive jurisdiction of the courts of the State of Colorado situated in Denver, Colorado, and the United States District Court located in Denver, Colorado, for all disputes arising out of this Agreement. In the event Consultant is the prevailing party in any such dispute, it shall recover its reasonable attorneys' fees and costs, in addition to all other recovery and relief.
- Any notices or consents required or permitted to be given pursuant to this Agreement shall be in writing and shall become effective when delivered by hand, certified mail (postage prepaid, return receipt requested) or via fax, to Consultant or Customer, as the case may be, at their respective addresses set forth on the SOW or at such other address as Consultant or Customer shall from time to time designate to the other party by notice similarly given.
- No term or provision hereof shall be deemed waived by either party, and no breach excused by either party, unless the waiver or consent shall be in writing signed by the party granting such waiver or consent.
- With the exception of the payment provisions of this Agreement, neither party shall be in default of the terms hereof if such action is due to a natural calamity, act of government, or similar causes beyond the control of such party.
- Each party shall treat, protect, and safeguard as proprietary and confidential all information disclosed to the other under this Agreement or otherwise. Each of the parties hereto agrees that during a period of one (1) year following Consultant's completion of the Services, neither party will, except with the other party's prior written approval, solicit or offer employment, whether directly or indirectly, to the other party's employees or staff engaged in any efforts under this Agreement. In the event of either party's breach of this provision, the breaching party shall pay the non-breaching party liquidated damages equal to twelve (12) months of compensation (including salary, bonuses and fringe benefits) of the solicited employee or staff member.
- This Agreement and the attached SOW constitute the entire agreement and understanding between the parties covering the specific subject matter described herein, and supersede and replace all prior oral or written statements, negotiations, proposals, or communications not expressly set forth herein. Subject to the parties under Section 4 herein implementing any minor revisions to the Services or Training Materials via telephonic or on-site confirmation, no modifications or amendments to this Agreement or the SOW shall be valid unless rendered in writing and signed by both parties. This Agreement may be signed in one or more counterparts, all of which, when taken together, shall constitute one and the same agreement. Facsimile signatures and online authorization through web forms shall be deemed effective as original signatures. This Agreement may not be assigned (whether by operation of law or otherwise) by Customer.
- ONLINE COLLABORATION SERVICES - Virtual one-on-one training is delivered through an online collaboration service. Students must have a broadband internet connection and a modern computer to use this service effectively. We recommend that students log in to the online collaboration service 15 minutes before the scheduled time of the class to ensure that the service will be able to connect properly.