SDL TRAINING SERVICES AGREEMENT
DO NOT USE THE ENCLOSED SERVICE UNTIL YOU (“CLIENT”) READ THIS DOCUMENT CAREFULLY. THIS IS A LEGAL AGREEMENT BETWEEN YOU AND SDL PLC FOR AND ON BEHALF OF ITS AFFILIATES ("SDL"). TERMS OF THE SERVICE WILL BE DEFINED IN AN ORDER FORM OR OTHER VALID FORM OF AGREEMENT ACKNOWLEDGED IN WRITING BY SDL OR THE PARTY WHO PROVIDED THIS SERVICE TO YOU ("ORDER FORM").
IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT ACCESS, OR USE THE SERVICE.
The parties agree as follows:
1.1. These Terms and Conditions apply to the training services that are ordered by Client under an Order Form.
1.2. Training services will be provided by SDL to the Client either on Client premises or on SDL premises or as virtual training sessions via an on line tool (e.g. Webex) or as on line “e-learning” automated/self-paced training courses, as set out in detail in the relevant Order Form (the “Training Services”).
1.3. Client acknowledges and accepts that by ordering the Training Services, it agrees to be bound by the present Terms and Conditions. If there are any inconsistencies between these Terms and Conditions and the Order Form, the terms of the Order Form shall take precedence .
2.1. Where SDL is required to deliver Training Services on Client premises, Client shall provide, in a timely manner and at no charge to SDL, office accommodations, facilities and equipment as SDL may reasonably require for the performance of Training Services.
2.2. Client acknowledges that SDL will not be responsible for any deficiency in performing the Training Services if such a deficiency results from Client ’s failure to provide SDL with any information and data, resources, assistance and cooperation reasonably required by SDL for the performance of Training Services.
2.3. SDL may subcontract, delegate or assign all or any part of the Training Services to any third party, provided that SDL remains primarily responsible to Client for the performance of any Page 2 of 7 such subcontracted Training Services. SDL shall have discretion as to which of their employees or self-employed agents, contractors or third parties are assigned to perform the Training Services.
3.1. SDL’s fees for the provision of Training Services and relevant payment terms are set out in detail in the relevant Order Form. In the event no details are stipulated in the Order Form, all fees will be due and payable within thirty (30) days from the date of SDL’s invoice.
3.2. All fees are stated and payable in the currency detailed in the relevant Order Form. All fees are non-cancellable and non-refundable.
3.3. Except for any amounts disputed in good faith, all past due amounts will incur interest at a rate of 1.5% per month or the maximum rate permitted by law, whichever is less. Client will reimburse SDL for all reasonable costs and expenses incurred (including reasonable attorneys’ fees) in collecting any overdue amounts.
3.4. All fees set forth in the applicable Order Form are exclusive of any sales, withholding taxes, value-added, or other similar taxes imposed by applicable law that SDL must pay based on the Training Services (“Taxes"). Client agrees to pay or reimburse SDL for all such relevant taxes, except for taxes based on SDL’s income (which shall be the responsibility of SDL). If SDL has the legal obligation to pay or collect Taxes for which Client is responsible under the present Term, Client will pay that amount unless Client can provide SDL with a valid tax exemption certificate authorized by the appropriate taxing authority.
3.5. If applicable, all actual travel costs and reasonable expenses made in connection with the provision of the Training Services will be borne by Client. SDL will use economy tickets wherever possible, although an urgent response may prevent this.
3.6. All accommodation costs, including hotels and meals, required in connection with the delivery of the Training Services by SDL at Client’s site and/or the travel involved in getting there will be borne by Client, provided that these costs are reasonable and identifiable.
4.1. Client is responsible to ensure that its trainees designated in the Order Form:
a. Will attend each training course a t the set schedule and participate in the training courses specified in the Order Form as directed by SDL;
b. Will use training courses only for their own personal training and not for training other people;
c. Will not disclose answers to questions on training courses to anyone else;
d. Will not disclose their password to anyone else or permit anyone to access the Services or a training course using their password;
e. Will not permit anyone else to answer questions in training courses in their name;
f. Will not alter an y part of the Training Services;
g. Will make themselves aware of and adhere to SDL policies related to health, safety, security, and emergencies, where it is required that Training Services are delivered on SDL premises.
4.2. Where SDL is required to deliver Training Services on Client premises, Client agrees to provide SDL with Client’s safety and security policies and procedures in writing prior to any Training Services performed on Client premises.
4.3. Client is responsible for configuring its information technology, computer programmes and platforms in order to access the Training Services, where Training Services are delivered to Client premises or online.
5.1. Postponement or change in the date of training course(s). Any postponement or change in the date of the training course(s) ordered by Client must be communicated in writing to SDL and shall be subject to the following terms:
Where SDL receives written notice of such a request for postponement or change in date from Client:
- More than 15 clear working days before the scheduled training course: No charge will be applied for the postponement or change in date and Client will only pay the applicable training course fee.
- 12 to 15 clear working days before the training course: On top of the applicable training course fee, Client will also pay 25% of such training course fee as charge for the postponement or change in date along with any travel and/or transportation and/or accommodation costs incurred by SDL.
- 11 clear working days before the training course or less: On top of the applicable training course fee, Client will also pay 100% of such training course fee as charge for the postponement or change in date along with any travel and/or transportation and/or accommodation costs incurred by SDL.
If Client does not attend a training course and has not communicated a request for postponement or change in date in accordance with the present Terms, Client must pay the full price for the training course as set forth in the Order Form.
5.2. Other changes to the Order Form. Any other additions, deductions or deviations from the Training Services as set forth in the Order Form (all hereinafter referred to as a “Change”) must be requested in writing by Client and, in this case, the parties shall negotiate in good faith regarding any adjustment to the fees, if applicable, Training Services and timetables for delivery occasioned by such Change. No such Change shall be effective until authorized representatives of each of the parties have signed a written amendment to the Order Form.
6.1. SDL reserves the right to change the venue for any training course, to postpone or cancel training courses, or to designate another instructor on the same day for objectively justified reasons (e.g. if there are not enough participants justify ing the cost of presenting the training course prior to the scheduled start date, in cases of force majeure, in the event of the instructor falling ill (without it being possible to find a substitute) or for other reasons beyond SDL’s control). Changes are permissible only if they are not unreasonable for the Client.
6.2. The Client will be informed without delay about any change or cancellation. SDL may offer an alternative date. If no substitute course is offered and if no rescheduling of the training course is possible after cancellation of the originally scheduled training course for the above reasons, no course fee will be charged or any paid fee will be refunded. SDL shall not be liable and Client shall have no right to claim for indemnification of expenses (e.g. for travel or transportation costs) or damages incurred by Client in connection with a justified change or cancellation by SDL.
6.3. SDL reserves the right to make such amendments to these Terms and Conditions, the Training Services and the training courses as in its sole discretion may be necessary or appropriate a) to ensure that the purposes of the training are achieved, b) to reflect current training needs, and c) to comply with any regulations, instructions, re commendations or the like issued by the Law Society.
7.1. Term. The provision of Training Services will begin on the date specified in the Order Form and will remain in effect for the term specified in the relevant Order Form unless terminated earlier in accordance with the terms of the Order Form and the present Terms and Conditions.
7.2. Termination for Breach. Each party will have the right to terminate the Order Form at any time by giving written notice to the other party if (i) the other party breaches any material term of the Order Form and fails to cure such breach within ten (10) days after written notice thereof; (ii) the other party repeatedly breaches any terms of the Order Form in such 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 thereof, (iii) if any of the following events occur: (a) the presentation of a petition for winding up (b) is the subject of an order or an effective resolution is passed for winding up; (c) the application for an order or application for the appointment of a receiver (including an administrative receiver), administrator, trustee or similar officer in respect thereof; (d) if a receiver, administrative receiver, administrator or similar office is appointed over all or any part of the assets or undertaking; (e) making a composition with its creditors generally or an assignment for the benefit of its creditors or other similar arrangement; (f) goes into liquidation; or (g) ceasing, or threatening to cease, to carry on business.
7.3. Effect of Termination. Upon expiration or termination of the Order Form, Client will take reasonable steps to delete the Services and any part of it from its electronic media, including its intranet and electronic storage devices. Client will be responsible to ensure that its trainees will adhere to the above obligations.
7.4. Survival. The rights and obligations of the parties which by their nature extend beyond the expiration or termination of the Order Form shall survive termination or expiry of the Order Form for any reason.
8.1. Client’s trainees may:
a) search, view, copy, print out and use material from the Training Services for the purpose of completing training sessions in their own name;
b) bookmark or link to any part of the Services;
c) access the Training Services while away from their principal place of work, provided their principal place of work is one of the Client’s sites.
8.2. The training course materials may not be reproduced or utilized for unauthorized purposes, nor forwarded nor disclosed to third parties without SDL’s prior written consent. If any software is made available during the training course, it may not be taken or removed from the training site, copied or otherwise made usable in any unauthorized manner.
8.3. SDL reserves all copyright and intellectual property rights to the training course papers, tuition aids, and any software used and to all information conveyed by word of mouth.
8.4. Client is responsible to ensure that its trainees will adhere to the above obligations.
9.1. Except as expressly stated in the Order Form and the present Terms and Conditions, there are no warranties or conditions, express or implied, including, but not limited to, implied warranties or conditions of merchant ability, fitness for a particular purpose or as to results to be attained by attending training courses or using training materials provided. SDL has staff with the necessary knowledge, skills, and abilities to provide the Training Services offered. Notwithstanding, all Training Services are provided "as is," without a guarantee or warranty of any kind, either expressed or implied.
9.2. No advice or information, whether written or oral, obtained from SDL or elsewhere will create any warranty not expressly stated in the Order Form and the present Terms and Conditions.
9.3. The Training Services, the training courses and the related answers are not intended to constitute a definitive or complete statement of the law on any subject and do not constitute legal advice in any specific situation.
9.4. SDL is responsible only for providing the training and does not warrant the success or the outcome of the training. SDL is not responsible for any incompatibility of the Training Services and the means of delivering it with Client’s software or computer configuration.
10.1. SDL does not exclude or limit liability for: (a) death or personal injury caused by its negligence; or (b) any fraudulent misrepresentation on the part of SDL; or (c) any other liability that cannot be excluded by law.
10.2. Neither party shall be liable to the other for any indirect, special, exemplary, incidental or consequential damage, whether based on contract, tort, strict liability or any other legal theory, howsoever caused and whether such loss or damage was foreseeable, known, foreseen, or the party was advised of the possibility of such damage. SDL’s total cumulative liability shall not exceed the amount of the fees paid by the Client for the Training Services under the relevant Order Form during the preceding twelve (12) months which gave rise to a claim.
11.1. The parties shall use all documents, information and data they receive that are designated as “confidential” or “proprietary” or would reasonably be assumed to be confidential based on their content or the context surrounding their disclosure, for the purposes of the relevant Order Form only. The parties shall treat the aforesaid documents and information as confidential and not disclose them to any third parties that are not involved in the performance of the relevant Order Form. These obligations shall remain in force even after expiration or termination of the Order Form. For the avoidance of doubt the Order Form and the pricing and fees associated therewith shall also be treated as confidential.
11.2. Confidential information does not include information that: (i) was publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing party; (ii) becomes publicly known and made generally available after disclosure by the disclosing party to the receiving party through no action or inaction of the receiving party; (iii) is already in the possession of the receiving party at the time of disclosure by the disclosing party as shown by the receiving party’s files and records immediately prior to the time of disclosure; (iv) is obtained by the receiving party from a third party without a breach of such third party’s obligations of confidentiality; or (v) is independently developed by the receiving party without use of or reference to the disclosing party’s confidential information, as shown by documents and other competent evidence in the receiving party’s possession.
11.3. Either party will not be restrict ed from disclosing confidential information of the other party: (a) pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that the party required to make such a disclosure gives reasonable notice to the other party to contest such order or requirement; and (b) on a confidential basis to its legal or financial advisors.
11.4. Each party will remain directly liable and responsible to the other party for any violation by a party or its employees or subcontractors hereunder.
13.1. Assignment. Client will have no right to assign or transfer its rights and obligations under the Order Form and the present Terms and Conditions, in whole or in part, by operation of law or otherwise, without SDL’s prior written consent (no t to be unreasonably withheld).
13.2. Independent Contractor. The relationship of SDL to Client is that of an independent contractor and shall not be deemed to create a partnership or joint venture or employment agreement by or between Client (or its trainees) and SDL (or its personnel/contractors/agents) . Neither party will have the power to bind the other or incur obligations on the other’s behalf without the other’s prior written consent.
13.3. Severability. If for any reason a court of competent jurisdiction finds any provision of the Order Form and/or the present Term and Conditions invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of the Order Form and/or these Terms and Conditions will remain in full force and effect.
13.4. Amendments. Except as expressly agreed to by each party’s authorized representative in the relevant Order Form, the Order Form may not be amended, modified, or supplemented by the parties in any manner, except by a written instrument signed by an authorized representative of SDL and Client.
13.5. Waiver. The failure by either SDL or Client to enforce any provision of the Order Form and/or the present Term and Conditions will not constitute a waiver of future enforcement of that or any other provision.
13.6. Rights of Third Parties. Except where expressly provided to the contrary, the Order Form and the present Terms and Conditions do not intend to benefit anyone other than the parties to it and, in particular, no term shall be enforceable under the Contracts (Rights of Third Parties) by a third party.
13.7. Notices. All notices required or permitted under the Order Form and/or the present Terms and Conditions will be in writing and delivered by confirmed facsimile transmission, by courier or overnight delivery services, or by certified mail, and in each instance will be deemed given upon receipt. All communications will be sent to the addresses set forth in the Order Fo rm or to such other address as may be specified by either party to the other in accordance with this Term . Either party may change its address for notices under the Order Form by giving written notice to the other party by the means specified in this Term.
13.8. Governing Law. Th e Order Form and the present Term and Conditions will be governed by and construed in accordance with the laws of England and Wales, excluding that body of laws known as conflicts of law. Any legal action or proceeding arising under the Order Form and/or the present Term and Conditions will be brought exclusively in the English Courts and Client hereby irrevocably consent s to the personal jurisdiction and venue therein.