Terms and Conditions and Schedule
1 DEFINITIONS & INTERPRETATION
Agreement means these terms and conditions.
Company means Coaching Training Consultancy Ltd.
Effective Date means the date specified as such in the Schedule;
Fee means the whole of the fee specified as per the agreement
Intellectual Property Rights means all patents, copyright (including software), trade marks, trade and business names, registered designs, design rights, rights to extract or re-use data from a data base, all whether or not registered or capable of being registered, and including applications for any of the foregoing, know how, confidential information and any other intellectual or property rights (including in each case, all extensions and renewals thereof) and all accrued rights of action in respect of any such rights;
Materials means all training and support materials provided to You by the Company;
Licensed Trainer means any Trainer registered with the Company for whom the Licensed Trainer fee has been paid and who may use the Materials;
Services means support services the Company is engaged by You to carry out.
Trainer means any employee, sub-contractor, consultant or agent whom You wish to deliver any training using Materials from the range of Complete Training Courses modules;
You means the party who purchased eight core and four elective modules from the Company and “Your” shall be construed accordingly.
2 UNDERTAKINGS
You are responsible for the use and management of the Materials and the results obtained from them. You acknowledge and confirm that the Company accepts no responsibility for any problems experienced by You (whether to Your computer systems or otherwise) as a result of incorrect use of the Materials.
Title only to media that contain the Materials shall pass to You on payment of the full Fee. You acknowledge and confirm that no ownership rights in, or title to, any Intellectual Property Rights shall pass from the Company to You.
You shall provide the Company with details of all Trainers at the Effective Date and of any additional Trainers whose services You propose to use. You acknowledge and confirm that only Licensed Trainers may use the Materials.
3 INTELLECTUAL PROPERTY RIGHTS
You acknowledge and agree that title to the copyright in the Materials and all other Intellectual Property Rights remain vested in the Company and its licensors.
On payment of the Fee, the Company hereby grants You a limited, non-exclusive, non-transferable licence to:-
use the materials for Your internal business purposes in accordance with the operating instructions contained in any documentation provided by the Company;
use and copy the Materials insofar as required for You to operate a training consultancy business; and
amend, delete or add to the Materials insofar as required for You to operate a training consultancy business.
You undertake:-
not to translate, modify, attach, rent, loan, re-sell for profit, redistribute, publish in any form, publish by internet or intranet, sub-lease, sub-licence or create works based upon the Materials or any part of the Materials except as provided for in this Agreement;
to ensure that others who will use the Materials are notified of this Agreement prior to them using the Materials. You shall further ensure that all use of the Materials is in accordance to this Agreement;
not to claim that all or any part of the Materials are Your property or that copyright in all or any part of the Materials vests in You;
not to reproduce and include without altering, removing or obscuring any copyright notice and proprietary legends of the Company or its licensors as they appear in or on all or any part of the Materials;
not to make or retain any copies of all or any part of the Materials save as permitted by this Agreement.
to maintain adequate security measures to safeguard the Materials from access or use by any unauthorised person.
to notify the Company in writing of any infringement or attempted or suspected infringement of any Intellectual Property Rights or any unauthorised use of all or any part of the Materials and associated documentation.
4 LIABILITY
The Company hereby expressly excludes all liability for any special, indirect or consequential loss or damage that may arise out of or in connection with this Agreement or the performance or purported performance of or failure in the performance of its obligations under this Agreement or for loss of profit, turnover, business, revenue, contracts, goodwill, reputation, anticipated savings, management time or loss or corruption of data (whether or not caused by the negligence of the Company, its employees, consultants, sub-contractors or agents) even if such loss was reasonably foreseeable or the Company had been advised of the possibility of You incurring the same.
The total liability of the Company under this Agreement or otherwise (whether or not caused by the negligence of the Company, its employees, consultants, agents or sub-contractors) arising out of or in connection with this Agreement shall not exceed an amount equal to the total of all sums received by the Company under this agreement.
You shall indemnify the Company and keep the Company indemnified from and against any and all claims, actions, proceedings, liability, demands, loss, damages, interest, penalties costs, (including legal costs), professional and other expenses of any nature whatsoever incurred or suffered by the Company arising out of or in connection with any unauthorised use of the Company’s Intellectual Property Rights and any claims that any alterations, modifications made by You to all or any part of the Materials infringe the rights of any other party.
Time shall not be of the essence and the Company shall not incur any liability to You in respect of any failure to complete all or any of the Services by the date agreed. However, the Company shall use its reasonable endeavours to complete all or any of the Services by the date agreed.
Nothing contained in this Agreement shall be deemed to constitute or imply any partnership, joint venture, agency, fiduciary relationship or other relationship between the parties other than the contractual relationship expressly provided for in this Agreement. Neither party shall have, nor represent that it has, any authority to make any commitments on behalf of the other party.
5 GOVERNING LAW AND JURISDICTION
This Agreement shall be governed in all respects by the laws of Scotland and all disputes arising in any way out of this Agreement shall be subject to the exclusive jurisdiction of the Scottish Courts, to which the parties agree to submit.
SCHEDULE
Complete Training Courses comprise eight core modules and four elective modules (all of one day duration).
Comprising: 12 complete training courses and associated files comprising
- Delegate notes/workbook
- PowerPoint presentation
- Trainer notes
Licensed Trainer license(s) for the person(s) named below
3 hours of online support (to be used within 3 months of the date below)
I accept the Agreement as stated on this and the previous two pages.
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