These Training Terms and Conditions ("Terms") set forth the basis upon which CloseReach Ltd., operating as CloseReach ("CloseReach" or "we") will provide and the customer ("you") may use CloseReach training courses ("Course(s)") and course materials ("Course Materials"). Your attendance at or electronic access of a Course for your use of any Course Materials constitutes your agreement to these Terms. Any Courses or Course Materials provided to you electronically will include additional license terms and you agree to abide by those license terms. You are responsible to ensure that each participant attending or accessing a Course or using Course Materials ordered by you is also made aware of and complies with these Terms and any additional license terms, and you are responsible to CloseReach for any damages that arise if your participant does not do so.
The information you provide at the time of enrolment will be used for billing and/or to contact you, including other related participants, with respect to future Courses or Course Materials that may be of interest to you or your related participants. If you or your related participants do not want to be contacted about these Courses or Course Materials, please call 1-877-238-2134 or email us at: firstname.lastname@example.org.
We offer Courses at the sites and times set out in our Course schedule published on the closereach.ca website ("Training Schedule") or at a site and time chosen by you as set out and agreed to in our quotation. Courses will begin on the date stated in the Course Schedule or quotation (as the case may be) and may only be cancelled or changed in accordance with the section below entitled "Cancellation and refund policy". For courses not held at a CloseReach training facility or for off-site participants it is your responsibility to ensure that you have the necessary hardware and connectivity resources to access any Course. You are responsible to ensure you have taken any prerequisite courses where applicable.
For all courses (i.e. open registration, client specific, etc.) held at a CloseReach training facility, CloseReach reserves the right to register/include additional participants subject to maximum class size of 20 attendees.
Courses taught in French will have English written material, unless otherwise stated.
Rights to Course Materials:
Course Materials may be provided in printed, audio, video or electronic form. Ownership of all copyright, patents, designs and other intellectual property rights in or relating to the Course Materials, including any documentation, data, technical information and know-how provided to you and/or the participants as part of the Course training remains vested in CloseReach or its suppliers. Upon payment of all sums due, CloseReach grants you a license to make a single unmodified copy and one unmodified backup copy of the Course Materials. This license does not permit you to share the Course Materials with people who did not register and pay to attend or access the applicable Course. The license is for internal use of Course Materials by you only and does not include external distribution, sale or modification of the Course Materials. You shall not to remove any proprietary notice or label appearing on the Course Materials. This license is non-exclusive and non-transferable and CloseReach reserves all other rights not expressly granted herein. All materials are subject to update by CloseReach from time to time at CloseReach's sole discretion. Some Course Materials are provided to you with specific separate license terms under shrink-wrap or other electronic formats, and you agree to abide by those license terms. Unless we agree otherwise in writing, you may not use recording, photographic or video equipment in any of our Courses.
Charges and payment terms:
The CloseReach website or training quote sets out the prices for Courses and are for your information only. Prices are subject to change without notice up to the date we either confirm your enrolment in a Course or until we ship you the Course Materials ordered, as the case may be.
The price applicable to any Courses provided on-site at your location will be as set out and agreed to in our quotation. The price for a Course includes the use of the required Course Materials, but does not include any shipping costs or instructor travel expenses to a site chosen by you, unless we agreed otherwise in our quotation. We quote prices for Courses held at your site on a special basis depending on several factors such as your provision of appropriate classroom space, facilities and computer time. You agree to pay any taxes, duties or government levies of any kind resulting from transactions under these Terms except taxes based on CloseReach's net income. CloseReach will invoice you in advance, as described in the quotation or following completion of the training as previously agreed. Travel and lodging is invoiced at cost with no mark-up.
You agree to pay us as specified in the invoice. Late payments may be subject to additional interest charges. Invoices will be due and payable within thirty (30) days of the date of the invoice.
If you cancel the Course, CloseReach will issue an invoice for the current outstanding balance to be paid by you for any cancellation or customization fees due.
We may charge you for late payments on terms specified in the invoice or elsewhere on the CloseReach.ca website. We have no obligation to provide you with any courses or other services or materials unless we receive full payment from you or authorization for payment satisfactory to us, prior to commencement of the Course. Upon your failure to make payment in respect of any transaction, we may terminate the enrollment of you and any participants registered by you.
Limitation of liability:
Circumstances may arise where, because of a default of a party, that the party is entitled to seek damages from the other party. Except in instances of confidentiality breaches, death or bodily injury, or intellectual property infringement, each party is liable only for direct damages up to the charges for the Course or Course Material that is the subject of the claim. This limit also applies to any party’s subcontractors.
CloseReach shall maintain, as applicable, comprehensive general liability insurance coverage subject to limits of not less than CAN$1,000,000.00.
CloseReach takes great pride in its Course offerings, but we cannot guarantee the outcomes or results of any Course you may take with CloseReach. The success of any Course depends significantly on the effort and commitment of the participants. The use of Course Materials, including the use of information obtained through a CloseReach Course, is directed to those who have the appropriate degree of experience to use and apply their contents, and CloseReach accepts no responsibility whatsoever arising in any way from any use of or reliance on Course information including Course Materials. In issuing and making the courses available, CloseReach is not undertaking to render professional or other services on behalf of any person or entity or to perform any duty owed by any person or entity to someone else.
Except as expressly stated in these Terms, or in any applicable license agreement, and to the extent not prohibited by law, all Courses and Course Materials, including any documentation, publications, software programs or code, and other information provided by or on behalf of CloseReach or its suppliers to you or any participant are furnished on an "AS-IS" basis, without warranty of any kind, whether express, implied, statutory or otherwise especially as to quality, reliability, timeliness, usefulness, sufficiency and accuracy or as to results to be attained by attending Courses or using Course Materials. ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION ALL IMPLIED WARRANTIES OF CONDITION, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED BY CloseReach AND ITS SUPPLIERS. NO ORAL OR WRITTEN INFORMATION PROVIDED BY CloseReach SHALL CREATE A WARRANTY UNLESS INCORPORATED INTO THESE TERMS.
You agree to defend, indemnify and hold CloseReach, our members, officers, employees, agents and affiliates harmless from and against any claims, demands, damages, causes of action, losses or judgments arising from: your or your participants' use of the Course Materials or other information provided in the Course, whether oral or written; any breach by you or your participants of these Terms; or any material you or your participants submit, post or otherwise provide to CloseReach in any way. This section will survive the completion or termination of the Course.
CloseReach agrees to defend, indemnify and hold you, your, officers, employees, agents and affiliates harmless from all Third Party claims and liabilities (including, without limitation, reasonable attorneys' fees and costs), regardless of the form of action, arising out of or in connection with a claim that the services and materials, when used within the scope of this Agreement, infringes, violates or misappropriates a valid third party patent, copyright or other proprietary right.
Marketing of our products and services:
We have signed agreements with certain organizations (called "CloseReach Business Associates") to promote, market, and support certain Courses. When you order a Course (marketed to you by a CloseReach Business Associate) under these Terms, we confirm that we are responsible for providing the Course and related Course Materials to you under the warranties and other terms of these Terms. We are not responsible for:
Cancellation and refund policy:
This information is provided separately.
Neither party is responsible for failure to fulfill any obligations due to causes beyond its control, excluding payment obligations. You may have additional rights under certain laws that do not allow us to exclude implied warranties or conditions or to exclude or limit certain damages. If so, those exclusions or limitations may not apply to you.
Both Parties agree not to use the other parties trademarks, trade names, or other designations in any promotion or publication without prior written consent. These Terms are governed by the laws of the Province of Ontario without regard to any applicable conflict of law provisions and without regard to the United Nations Convention on Contracts for the International Sale of Goods. The courts of Ottawa, Ontario will have exclusive jurisdiction to hear any matter or dispute arising from these Terms with the exception of injunctions or other proceedings relating to your violation or threat to violate CloseReach's or its suppliers’ intellectual property or other rights, which may be commenced in CloseReach's jurisdiction(s) of choice. Neither party will bring a legal action under these Terms more than two (2) years after the cause of action arose.
These Terms, along with any additional license terms, are the complete agreement between us regarding the Courses and Course Materials we provide and replace any prior oral or written communications between us. In the event of conflict between these Terms and any additional license terms, the additional license terms shall prevail.
Changes to these Terms:
These Terms may not be varied except in a written agreement signed by CloseReach. Additional or different terms and conditions in any order or communication from you are void. CloseReach's acceptance of a purchase order containing different terms and conditions does not modify or supersede these Terms.
You own and retain all repository/architecture content and HTML created during the course. Repository/architecture content and HTML created during the course may be printed, copied or exported to other media or software. CloseReach is not responsible for integrity or support of this copied or exported information in any way.
INTENDING TO BE BOUND: the parties hereto agree to be bound by the above conditions by virtue of registering for CloseReach training and by providing said training.