Training Services Agreement
This Training Services Agreement (the "Agreement") constitutes a legally binding agreement between you (whether an individual, corporation, or other entity) ("Client") and SDL Limited [part of the RWS Holdings Plc Group of companies, for and on behalf of its subsidiaries and affiliates], a company incorporated under the laws of England & Wales, and having offices at New Globe House, Vanwall Business Park, Vanwall Road, Maidenhead, SL6 4UB, United Kingdom, or a company owned, owning or under common ownership with RWS Holdings Plc (any affiliate or subsidiary of RWS Holdings Plc) (“SDL”).
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. An “Order Form” means the order form for Training Services entered into by the parties and referencing this Agreement.
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 this Agreement. If there are any inconsistencies between the terms and conditions of this Agreement and the Order Form, the terms and conditions of the Order Form shall take precedence.
2. Provision of Training Services
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 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. Fees and Payment Terms
3.1. SDL’s fees for the provision of Training Services, the currency and relevant payment terms are set out in the relevant Order Form. Unless otherwise provided in the applicable Order Form or if no payment terms are provided, all payments to SDL hereunder are due within thirty (30) days of the date of the applicable invoice and are non-cancellable and non-refundable. All unpaid amounts due to SDL hereunder shall bear interest at the rate of one and a half percent (1.5%) per month or the highest rate permitted by law, whichever is less. SDL may suspend Training Services until overdue amounts are paid, except for any amounts disputed in good faith. All amounts due to SDL hereunder are net of any and all taxes (including withholding taxes), assessments, charges and levies of any governmental authority, all of which shall be the sole obligation of Client, except for taxes based on the income of SDL.
3.2. 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.
3.3. 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. Client Responsibilities
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 Training 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 any 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. Changes to the Order Form
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 this Agreement, 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. Cancellation by SDL
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 justifying 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 this Agreement, 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, recommendations or the like issued by the Law Society.
7. Term and Termination
7.1. Term. This Agreement 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 this Agreement.
7.2. Termination for Breach. Each party will have the right to terminate the Agreement at any time by giving written notice to the other party if (i) the other party breaches any material term of the Agreement and fails to cure such breach within ten (10) days after written notice thereof; (ii) the other party repeatedly breaches any terms of the Agreement 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 Agreement, Client will take reasonable steps to delete the Training 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 Agreement shall survive termination or expiry of the Agreement for any reason.
8. Intellectual Property Rights
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 Training 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 related information conveyed during the Training Services, whether written or oral.
8.4. Client is responsible to ensure that its trainees will adhere to the above obligations.
9.1. SDL represents and warrants to Client that (i) it has the right to perform the Training Services in accordance with the terms of this Agreement; and (ii) it will perform the Training Services in accordance with customary industry standards.
9.2. 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. SDL is responsible only for providing the Training Services and does not make any warranties regarding the success or the outcome of such training, nor as to any results to be attained by attending the training courses or using the training materials provided.
9.3. SDL is not responsible for any incompatibility of the Training Services and the means of delivering it with Client’s software or computer configuration.
EXCEPT FOR THE WARRANTIES SET FORTH IN THIS SECTION 9, SDL, ON BEHALF OF ITSELF AND ITS SUBSIDIARIES AND AFFILIATES, ITS SUPPLIERS, CONTRACTORS AND AGENTS, HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS AND OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR TITLE, OR ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE, ALL OF WHICH ARE HEREBY EXCLUDED TO THE MAXIMUM EXTENT ALLOWED BY LAW.
10. Limitation of Liability
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 restricted 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, unless prohibited by applicable law; 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.
12. Data Privacy12.1. The parties shall observe all statutory regulations governing the protection of personal data. Client declares that it has satisfied all prescribed statutory prerequisites (e.g. by obtaining declarations of consent) for SDL to be able to deliver the Training Services without breaching any pertinent legislation.
13.1. Assignment. Client will have no right to assign or transfer this Agreement, in whole or in part, by operation of law or otherwise, without SDL’s prior written consent. Any attempt to assign this Agreement, without such consent, will be null and of no effect. Subject to the foregoing, this Agreement will bind and inure to the benefit of each party's successors and permitted assigns.
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 Agreement invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of the Agreement 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 party to enforce any provision of this Agreement 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, this Agreement is not intended to be for the benefit of, and shall not be enforceable by any person who is not named at the date of this Agreement as a party to it or any person who claims rights under the Contracts (Rights of Third Parties) Act 1999 or otherwise, and neither party can declare itself a trustee for the benefit of a third party.
13.7. Notices. All notices required or permitted under this Agreement 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 Form or to such other address as may be specified by either party to the other in accordance with this Section. Either party may change its address for notices under this Agreement by giving written notice to the other party by the means specified in this Section.
13.8. Governing Law. The Agreement 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 Agreement will be brought exclusively in the English Courts and Client hereby irrevocably consents to the personal jurisdiction and venue therein.