Section 1 – Definitions

“Agreement” means the agreement based on these terms and conditions between the Supplier and the Client for the performance of the Services;

“Authorized Users” are employees and/or member of the Customer(s) accessing the Services and Materials authorized by the Customer and Supplier who have paid a single supplement Fee;

“Customer” means the person, firm or company purchasing the Services from the Supplier;

“Commencement date” means the date that the fee is paid;

“Default” means any breach of the obligations of either party (including but not limited to fundamental breach or breach of a fundamental term) and/or any actionable default, act, omission, negligence or mis-statement of either party, its employees, agents or sub-contractors in connection with or in relation to the subject of this Agreement and in respect of which such party is liable to the other;

“Intellectual Property Rights” means any and all design rights, utility models, patents, inventions, service marks, logos, business names, trademarks (whether registered or unregistered), internet domain names, copyright, rights in databases, data, source codes, reports, drawings, specifications, know-how, trade secrets, confidential information, software designs and/or other materials, semi-conductor rights, topography rights, rights in the nature of unfair competition and the right to sue for passing off and any other equivalent rights whether or not registered or capable of registration and whether subsisting in Europe or any other part of the world together with all or any related goodwill;

“Services” means the services provided by the Supplier to the Customer including, but not limited to, management consultancy and advisory services;

“Site” means the premises at the address for delivery of the Services set out in the Statement of Work;

“Statement of Work” means the document setting out the Services and the rates for such work;

“Supplier” means Accialini Training & Consulting;

“Termination Date” means the date specified in the Statement of Work when this Agreement shall end unless terminated earlier.

“Virtual Classes” means Synchronous e-learning which involves online studies through videoconferencing tools.

Section 2 – Services

In consideration of payment of the fees set out in the Statement of Work the Supplier shall provide the Services in accordance with the Statement of Work and these terms and conditions.

2.1 Scope of the Services

2.1.1 The nature and extent of the Services shall be set out in the Statement of Work but at any time prior to completion of the Services either party may request a change to them by notice in writing to the other party.

2.1.2 Each party has the right to reject the change request but shall not do so unreasonably.

2.1.3 The Supplier shall provide the Customer with an estimate of the fees for the proposed changed Services and, in cases of change requests made by the Customer, the Supplier reserves the right to charge the Customer for costing the change request at its then daily rates.

2.1.4 If the parties agree to implement the change, details of the change and the fees, timetable of work and/or delivery dates shall be set out in a further Statement of Work signed by both parties and shall then be deemed to be incorporated into the Agreement.

2.2 Deliverables

2.2.1 Where the Services result in the production of reports, software or other materials (“Deliverables”) such Deliverables shall be submitted to the Customer in draft form for the Customer’s review and the Customer shall provide the Supplier with written feedback on those Deliverables.

2.2.2 The Supplier will incorporate agreed changes to the draft Deliverables and then issue them to the Customer.

2.2.3 If the Customer does not provide any written feedback in relation to the Deliverables within fourteen days of issue, those Deliverables shall be deemed to be in final form.

2.2.4. The Services shall be deemed to be completed upon the issue of all Deliverables in final form and/or upon the completion of all activity set out in the Statement of Work.

2.3 Rights in the Deliverables

2.3.1 To the extent that the Deliverables or any document, software, data or other material developed by the Supplier in the course of performing the Services constitutes an original work or includes or incorporates a pre-existing work or proprietary item of the Supplier all right, title and interest (including all Intellectual Property Rights) shall be and remain vested in the Supplier.

2.3.2 Subject to payment of all fees due under the Agreement, the Supplier grants to the Customer a non-exclusive licence to use the same to the extent necessary to enable the Customer to possess and use the Deliverables for its internal business only.

2.4 Site regulations

2.4.1 The Supplier and the Customer agree that when the Supplier’s staff including its agents and sub-contractors, are present on the Customer’s premises they shall be fully appraised by the Customer of all rules, regulations and policies relating to the health and safety of personnel and security on those premises and they shall comply with such rules, regulations, procedures and policies.

2.4.2 The Customer is entitled to deny access to the Site to any of the Supplier’s staff who in the Customer’s reasonable opinion constitute a threat to the Customer’s security or that of its Site, systems or equipment.

2.5 Warranty

2.5.1 The Supplier shall perform the Services with reasonable care and skill.

2.5.2 The Customer will promptly notify the Supplier of any breach of the warranties contained in the Agreement as soon as practicable upon becoming aware of it and use reasonable endeavours to do so within 14 days.

2.5.3 The Customer will be entitled and obliged to remedy such breach within a reasonable time from receipt of notification (which shall not be greater than 30 days unless otherwise agreed between the parties).

2.6 Customer’s staff

2.6.1 Where participation by, or access by the Supplier to, the Customer’s staff is necessary for the performance of the Services, the Customer agrees that such staff will have the appropriate skill, qualifications and experience and will be available at the times agreed by the parties.

Section 3 – Payment

3.1 Payment of fees and VAT

3.1.1 The Supplier shall invoice the Customer for payment of the fees and the Customer shall pay them to the Supplier as specified and at the time stated in the Statement of Work (the “Due Date”).

3.1.2 All sums payable under this Agreement are stated exclusive of Spain Value Added Tax and/or equivalent taxes in other countries which will be added and payable by the Customer at the applicable rate and all sums due shall be paid without set-off, counter claim or deduction.

3.2 Late payment

3.2.1 Where the payment of any invoice or any part of an invoice is not made in accordance with this Agreement, the Supplier, without prejudice to its other rights under this Agreement or in law, shall be entitled to:

• 3.2.1.1 charge interest ( both before and after judgement) on the outstanding amount at the rate of 4 per cent per annum above the Supplier’s bank’s base rate from the Due Date until the date of payment in full; and/or
• 3.2.1.2 suspend and/or withhold any services to be performed by the Supplier for the Customer under this Agreement or any other arrangement; and/or
• 3.2.1.3 terminate this Agreement.

3.3 Expenses

3.3.1 In addition to the fees for Services the Customer shall reimburse all expenses reasonably and properly incurred by the Supplier in the performance of the Services at any location including but not limited to travel, subsistence and accommodation expenses.

3.3.2 Such expenses will be recharged at cost. The Supplier shall maintain adequate records of such expenses and, at the Customer’s reasonable request, shall produce copies for inspection.

3.3.3 These expenses may be invoiced monthly in arrears detailing the nature of the expense incurred and the person who incurred the expense.

3.3.4 The Supplier will agree with the Customer in advance the nature and scope of these expenses.

3.4 Fees

3.4.1 The fees set out in the Statement of Work shall either be stated as fixed or on a time and materials basis. In any case other than fixed fee arrangements all timetables for work and/or performance dates are estimates only and such work will be performed on a daily rate basis.

3.4.2 The Supplier will be entitled to increase any Fees due under this Agreement, by giving the Client 30 days’ written notice.

Section 4 – Confidential Agreement

4.1 Intellectual Property

4.1.1 The Customer and the Supplier shall retain all right, title and interest (including all Intellectual Property Rights) in all documents, software, data or other materials which constitute the pre-existing works or proprietary items belonging to them respectively and which are provided for use in connection with the performance of the Services.

4.1.2 The Customer grants to the Supplier a non-exclusive royalty free licence to use these items belonging to the Customer to perform the Services.

4.1.3 Upon termination of the Agreement the Supplier shall return to the Customer or destroy, at the Customer’s option, such documents, software, data or other materials, provided that if the Customer does not notify the Supplier of its election within one (1) month following termination, the Supplier shall be entitled to dispose of those items in any reasonably appropriate manner.

4.2 Intellectual Property indemnity

4.2.1 Subject to the terms of this Agreement the Supplier shall indemnify the Customer against any loss, claims, damages or expenses (including reasonable costs) that may be incurred or suffered by the Customer in respect of any claim or action that the possession or use of the Deliverables by the Customer in the manner envisaged by the Agreement infringes the Intellectual Property Rights of any third party (an “Intellectual Property Infringement”) provided that the Customer:

• 4.2.1.1 gives notice to the Supplier of any Intellectual Property Infringement as soon as reasonably practicable on becoming aware of it;
• 4.2.1.2 gives the Supplier the conduct of the defence to and any settlement negotiations in relation to any claim or action in respect of any Intellectual Property Infringement and does not at any time admit liability or attempt to settle or compromise the claim or action without prior consultation with and written consent of the Supplier which shall not be unreasonably withheld or delayed; and
• 4.2.1.3 acts in accordance with the reasonable wishes of the Supplier and gives the Supplier such assistance as the Supplier shall reasonably require in respect of the conduct of the defence.

4.3 Data

4.3.1 The Customer shall be responsible for IT security in accordance with industry best practices including the ISO27000 Series in connection with the performance of its obligations.

4.4 Confidentiality

4.4.1 Unless already known or in the public domain or required by law the parties undertake at all times to keep confidential and not to use or to disclose to any third party without the other party’s prior written consent any confidential information supplied by the other party or obtained as a result of the Agreement (or any discussions prior to execution of the Agreement) including all information (in whatever form) relating to the other party’s business, technology and customers and the terms of the Agreement.

4.4.2 The parties shall procure that any third party or subcontractor to whom information is disclosed pursuant to the Agreement is made aware of and complies with obligations of confidentiality equivalent to those set out in these terms and conditions.

4.5 Exceptions

4.5.1 The parties agree that information is not to be regarded as confidential information and that the receiving party will have no obligation with respect to any information which that party can demonstrate:

• 4.5.1.1 was already known to it and at its free disposal prior to its receipt from the disclosing party;
• 4.5.1.2 was subsequently disclosed to it lawfully by a third party who did not obtain it (whether directly or indirectly) either from the disclosing party or under any obligation of confidence;
• 4.5.1.3 was in the public domain at the time of receipt by the receiving party or had subsequently entered into the public domain other than by reason of the breach of the provisions of this Clause or of any obligation of confidence;
• 4.5.1.4 is disclosed by the receiving party in compliance with a legal requirement of a Government agency or otherwise where disclosure is required by the operation of law, on condition that it gives the other party reasonable prior written notice of the proposed disclosure to allow that party to intervene.

4.6 Breach of confidence

4.6.1 Each party shall promptly inform the other if it becomes aware of any breach of confidence by any person and shall give the other party all reasonable assistance in connection with any proceedings which it may institute against such person.

Section 5 – Termination

5.1 Duration

5.1.1 Unless terminated earlier the Agreement shall continue until the Services have been fully performed and all fees and expenses have been paid.

5.2 Termination – Default

5.2.1 Either party may terminate the Agreement forthwith by notice in writing to the other party where the other Party has committed a material Default and where such Default is capable of remedy has failed to remedy such Default within thirty (30) days of receiving notice specifying the Default and requiring its remedy.

5.3 Termination – insolvency

5.3.1 Either party may terminate the Agreement forthwith by notice in writing to the other party if the other party is unable to pay its debts as they fall due or if any action, application or proceeding is made with regard to it for:

• 5.3.1.1 a voluntary arrangement or composition or reconstruction of its debts;
• 5.3.1.2 its winding-up or dissolution;
• 5.3.1.3 the appointment of a liquidator, trustee, receiver, administrative receiver, administrator or similar officer;
• 5.3.1.4 any similar action, application or proceeding in any jurisdiction to which it is subject.

5.4 Consequences of termination

5.4.1 Termination of the Agreement shall not prejudice or affect any right of action or remedy which shall have accrued or shall accrue to either party and all provisions which are to survive this agreement or impliedly do so shall remain in force and in effect.

5.5 Force majeure

5.5.1 Neither party shall be liable for any delay or failure to perform its obligations under the Agreement where such delay or failure is due to circumstances beyond its control (“Force Majeure Event”) provided that as soon as reasonably possible after the start of the Force Majeure Event, the affected party notifies the other party of the Force Majeure Event, the date on which it started, its anticipated duration and the anticipated effect of the Force Majeure Event on the affected party’s ability to perform its obligations.

Section 6 – Additional Terms for Virtual Classes

This section provide Terms and Conditions of Webinar services, including Virtual Classes.

6.1 Access to Services

6.1.1 Only Authorised Users  shall be entitled to access and use the Services.

6.1.2 You need an account to access your payment procedure. Keep your password somewhere safe, because you’re responsible for all activity associated with your account. If you suspect someone else is using your account, let us know by contacting info[at]accialiniconsulting.com. 

6.2.3 Content and features may be added to or withdrawn from the Services and the Services otherwise changed without notice.

6.2.4 The Customer must ensure that each person having access to the Services and Webinar Materials: (a) is an Authorised User; and (b) is using those Services only in accordance with this Agreement and the Additional Terms.

6.2.5 It is an express term of this Agreement that the Customer advises the Supplier how many Authorised Users shall be accessing the Webinar Event and the Webinar Materials.

6.2.6 The Supplier will provide the Customer a username and password to access the Virtual Class via as confirmation of the Customer’s order.  If the Customer has ordered a Virtual Class for multiple users, it is the Customer’s responsibility to distribute the usernames and passwords to the additional Authorised Users within its organisation.

6.2.7 All reasonable efforts will be made to ensure that the Webinar Event take place on the advertised date and time. In the event that the Webinar Event does not take place, an alternative date/time will be scheduled no later that 48h.  The Customer accepts that there will be no right to any refund or cancellation in these circumstances.

6.2.8 The Customer consents to the Supplier monitoring the Authorised Users that access the Webinar Event, including the number of computers and their IP addresses to ensure that the unique usernames and passwords have not been distributed beyond those Authorised Users.

6.2.9 The Customer may substitute an Authorised User to attend the Virtual Class at any time and at no extra cost, on the condition that: (a) The Customer does so in writing to info[at]accialiniconsulting.com ; (b) The Customer/ Authorised User has not yet registered via the technology provider webinar database, thus activating their email address for the Webinar Event.

6.2 Licence

6.2.1 Subject to any Additional Terms (as defined below) which may apply for specific materials and payment of the Fee, the Supplier grants an Authorised User a non-exclusive, non-transferable, limited licence to access and use the Virtual Class Materials from time to time made available to the Authorised User for the purposes only of (i) research or study, (ii) providing professional services to the Authorised User’s clients, and (iii) providing academic services to students.  This licence is subject to the following limitations:

(a)     The right to electronically display Virtual Class Materials is limited to the display of such Virtual Class Materials primarily to one person at a time;

(b)     The right to obtain a printout of the Virtual Class Materials is limited to a printout of a reasonable portion of the Virtual Class Materials (collectively, “Authorised Printouts”); and

(c)     The right to retrieve and store machine-readable copies of the Virtual Class Materials is limited to the retrieval of a single copy of a reasonable portion of the Virtual Class Materials and storage of that copy in machine readable form for no more than 90 days, primarily for one person’s exclusive use, to the extent the storage of those Virtual Class Materials is not further limited or prohibited by the Additional Terms.

6.2.2  To the extent expressly permitted by applicable copyright law and not further limited or prohibited by the Additional Terms, the Authorised User may make copies of Authorised Printouts and distribute Authorised Printouts and copies.

6.2.3 Except as specifically provided in Sections 6.2.1 and 6.2.2, the Authorised User is otherwise prohibited from downloading, storing, reproducing, transmitting, displaying, printing, copying, distributing, or using the Webinar Materials.  All access to and use of the Services via mechanical, programmatic, robotic, scripted or any other automated means not provided as part of the Services is strictly prohibited.

6.2.4  All right, title, and interest (including all copyrights and other intellectual property rights) in the Services (in both print and machine-readable forms) belong to the Supplier or its third party suppliers.  The Customer and or the Authorised User acquires no ownership of copyright or other intellectual property rights or proprietary interest in the Services, or copies thereof.

6.2.5  Except as specifically provided herein, the Customer and or the Authorised User may not use the Services in any fashion that infringes the copyright or proprietary interests therein.

6.2.6  The Customer and or Authorised User may not remove or obscure the copyright notice or other notices contained in the Services.

6.2.7 Other provisions that govern the Customer’s and Authorised User’s use of Virtual Class Materials are set forth in the Supplemental Terms for Specific Materials, online descriptions of files, online notices following file selection, and individual documents retrieved from the Services or the Virtual Class Materials (collectively, the “Additional Terms”), all of which are incorporated by reference into this Agreement.

6.3 Pricing

6.3.1 We regularly run promotions and sales for our courses and certain courses are only available at discounted prices for a set period of time. The price applicable to a course will be the price at the time you complete your purchase of the course (at checkout). Any price offered for a particular course may also be different when you are logged into your account from the price available to users who aren’t registered or logged in, because some of our promotions are available to new users only.

6.3.2 If you are logged into your account, the listed currency you see is based on your location when you created your account. If you are not logged into your account, the price currency is based on the country where you are located. We do not enable users to see pricing in other currencies.

6.4 Payments

6.4.1 The Customer agrees to pay the fees for courses that he/she purchases, and authorizes us to charge his/her debit or credit card or process other means of payment (such as SEPA, direct debit, or mobile wallet) for those fees. ATC works with third party payment processing partners to offer you the most convenient payment methods in Customer country and to keep the payment information secure. 

6.4.2 When you make a purchase, you agree not to use an invalid or unauthorized payment method. If your payment method fails and you still get access to the course you are enrolling in, you agree to pay us the corresponding fees within thirty (30) days of notification from us. We reserve the right to disable access to any course for which we have not received adequate payments.

6.5 Refunds and Credits

If the course you purchased is not what you were expecting, you can request, within 7 days of your attendance to the course, that Supplier credit/refund your account. We reserve the right to apply a credit or a refund, at our discretion, depending on motivations.

To request a credit/refund, send an email at info[at]accialiniconsulting.com. 

At our discretion, if we believe you are abusing our credit/refund policy, we reserve the right to ban your account and to restrict all future use of the Services. 

6.6 Termination by Supplier

6.6.1  The Supplier may by written notice terminate this Agreement or suspend its performance of all or any of its obligations under it immediately and without liability for compensation or damages if: (a) the Customer/ Authorised User fails to comply with any of its obligations under this Agreement or any agreement or deed supplemental to it and the failure (if capable of being remedied) remains un-remedied for 30 days after being brought to the Customer’s attention by written notice from the Supplier; (b) the Customer dies, becomes bankrupt, has a receiving order made against him, makes any arrangement with his creditors generally or takes or suffers any similar action as a result of debt; (c) the Customer is guilty of any act which brings the Supplier into disrepute or which in the Supplier’s reasonable opinion is prejudicial to the Supplier’s interests; or (d) the Customer purports to assign the burden or benefits or charge the benefits of this Agreement.

6.6.2  In all other circumstances with the exception of the above the Supplier may by written notice terminate this Agreement or suspend its performance of all or any of its obligations under it on serving of 2 weeks’ notice.  The Supplier’s only obligation in this event shall be the pro rata refund of any charges paid in advance.

6.7 Cancellation by the Customer

6.7.1  Cancellation of a subscription booking. Customers who have purchased a subscription of Virtual Class Events may cancel their booking, on the condition that: (a) they do so in writing to info[at]accialiniconsulting.com at least 14 working days prior to the next broadcast within that subscription.  Providing that this condition is met, a refund for the original price paid for the subscription will be issued, less €5 administration fee.

6.8 Impossibility by the Customer to attend the Event without cancellation

6.8.1 If the Authorized User can’t attend the booked event and if he didn’t unsubscribe, he can have access anyway at the recorded lesson for the next 30 days. An email to the Authorized user will be sent with the proper instructions.

6.9 Temporary unavailability of internet connection by the Supplier

6.9.1 If during broadcasting the Supplier is temporary unavailable due to poor internet connection, the Supplier has the possibility to re-establish a backup connection within 15 min. The Customer accepts that there will be no right to any refund or cancellation in these circumstances.

6.9.2 If after 15 min the Supplier is still unavailable, the Customer may accept to move the Virtual Class to another date or to proceed with a refund request (see 6.5). The refund will be proportional with the amount of live stream performed.

Section 7 – Miscellaneous

7.1 Data Protection: Each party undertakes to the other party to comply with the General Data Protection Regulation (EU) 2016/679 and shall procure that its employees, agents and subcontractors shall observe the provisions of that Regulation.

7.2 Variation and waiver

7.2.1 No failure, delay, relaxation or forbearance on the part of either party in exercising any power or right under the Agreement shall operate as a waiver of such power or right or of any other power or right. Any change to the Agreement shall only be valid if it is in writing and signed by the parties.

7.3 Personal Agreement

7.3.1 The Agreement is personal to the Customer and the Customer shall not assign the benefit of or any interest in or subcontract any obligation under the Agreement.

7.4 Entire Agreement

7.4.1 Except to the extent of any misrepresentation or breach of warranty which constitutes fraud, these terms and conditions and the Statement of Work together constitute the entire agreement between the parties relating to the subject matter of the Agreement.

 

Nicola Accialini

10 October 2019