Skilling & Cybersecurity Services – Standard Terms and Conditions
These Standard Terms and Conditions (“T&C”) along with any Statements of Work (“SOW”), the Company’s Privacy Policy, and any applicable Service Level Agreement, constitute a binding contract between the Customer and the Company identified in the SOW (the “Agreement”), governing the delivery of the Services and/or Deliverables to the Customer. For the avoidance of any doubt, reference to these T&Cs shall include the Appendices attached hereto, and reference to a SOW may also include a Commercial Agreement, a Booking Form, an Enterprise Skilling Agreement and/or a Purchase Order, depending on the Services to be provided by the Company, and provided that such document makes explicit reference to these T&Cs. By executing a SOW, the Customer accepts these T&Cs and agrees to be bound by the Agreement.
1. SERVICES
1.1 Engagement of Services. The Company agrees to provide certain services to the Customer as described in a SOW (the “Services”) during the Term and for the Fees stated in the same SOW. The Parties may enter into one or more SOWs, each constituting an integral part of this Agreement and incorporating the terms contained herein.
1.2 Order of Precedence. In the event of a conflict between a SOW and these T&C, the SOW will prevail only to the extent of such conflict. A purchase order (“PO”), where applicable, prevails only if it provides that it takes precedence over these T&C or a SOW.
2. TERM AND TERMINATION
2.1 Term. This Agreement commences on the date set forth in the SOW (“Services Start Date”) and is valid for the duration stated in the same SOW (“Term”).
2.2 Termination. Either Party may terminate this Agreement and/or a SOW effective immediately, upon written notice to the other Party, if the other Party materially defaults in any of its obligations under this Agreement or a SOW and, provided that the default is rectifiable, it is not substantially rectified within thirty (30) days from notice of such default. If the Customer’s default relates to payment of the Fees, the rectification period shall be ten (10) days from the Company’s written notice. Furthermore, either Party may terminate this Agreement and/or a SOW forthwith on written notice, if the other party is the subject of any proceedings in insolvency, bankruptcy, receivership, liquidation, assignment for the benefit of creditors, ceases to function as a going concern, or is divested of the control of its own affairs by government or judicial intervention.
2.3 Effect of Termination and Survival. Termination of a SOW does not invalidate any other active SOWs. The Customer must settle all outstanding payments for Services delivered up to the effective date of termination, including any new invoice issued for Services supplied but for which no invoice had been submitted. Upon termination, all provisions of the Agreement shall cease to have effect in relation to the terminated SOW, save for those which by their nature should survive termination, including without limitation, accrued rights to payment, a Party’s Intellectual Property Rights, use restrictions, indemnity and defense obligations, confidentiality obligations, warranty disclaimers, non-solicitation, and limitations of liability.
3. PAYMENT TERMS
3.1 Fees. As full consideration for the Services, Customer will pay Company the fees set forth in the applicable SOW (“Fees”).
3.2 Payment Terms. Unless otherwise provided in the SOW, invoices will be submitted monthly at the end of each month for Services delivered in the preceding month. Separate invoices shall be issued for each SOW. Customer shall pay invoices within thirty (30) days from receipt of the invoice. Payment of the Fees shall be made via electronic funds transfer directly into Company’s bank account stated on the invoice, and the Customer’s payment liability is considered fulfilled upon Company’s receipt of the Fees. The Customer’s payment obligations will not be extended due to a delay caused by the Customer.
3.3 Late Payments. Customer shall pay interest on any overdue amount at a rate of 2.5 % monthly for the duration of the delay. In any event, Company may suspend Services until full payment is made, or at its discretion, decide to terminate the Agreement as per Clause 2.
3.4 Taxes. Customer shall pay or reimburse the Company for any transaction taxes imposed on the sale of the Services, provided such are statutorily imposed on the Customer by any Federal, State and/or Local Government authorities either jointly or severally. Unless otherwise stipulated in the applicable tax laws, Company is solely responsible for charging transaction taxes on their invoices and remitting the same to the tax authorities. Customer will withhold and remit any applicable withholding taxes included on the invoices and will provide to Company evidence of such tax remittance. The Customer shall pay the agreed amount (including transaction taxes) reflected in the invoices.
3.5 Invoice Dispute Resolution Mechanism. Where the Customer disputes any part of an invoice, Customer will immediately notify Company and will pay the non-disputed amount less the disputed amount. The parties will discuss in good faith to resolve the dispute within thirty (30) days and, if not resolved within such time, the Parties may seek legal recourse.
4. WARRANTIES
4.1 Company Warranties. Company warrants that it shall:
- (i) comply with the lawful instructions of the Customer, the provisions of this Agreement, and all applicable laws and regulations,
- (ii) apply a reasonable degree of skill and care in accordance with good industry standards,
- (iii) devote reasonable time and expertise for the performance of the Services,
- (iv) comply with Customer’s on-site safety and security rules where applicable, provided these have been provided to Company in writing in advance, and
- (v) not use the proceeds of the Agreement for any purpose related to terrorist financing or money laundering.
These warranties shall be void if the Customer or any third party, without Company‘s explicit written consent, makes modifications to the Services. Except for the warranties set forth herein, Company provides the Services “as-is” and does not provide any other warranty, express, implied, or statutory, in relation to the Services or Deliverables, and specifically disclaims to the maximum extent permitted by applicable laws, all implied warranties, including without limitation any warranty of merchantability and fitness for a particular purpose, non-infringement, non-interference, software errors or omissions, accuracy, reliability, integrity, security, or quality of the Services.
4.2 Customer Warranties. Customer represents and warrants that it shall:
- (i) have the authority to enter into this Agreement,
- (ii) comply with all applicable laws, rules, and regulations,
- (iii) fully cooperate with the Company and comply with the terms of this Agreement,
- (iv) provide to Company full and accurate information and the necessary access to the Customer’s premises or, in the case of remote work, to the necessary resources for the delivery of the Services, and
- (v) effect all due payments as per the terms of this Agreement.
5. INTELLECTUAL PROPERTY RIGHTS
5.1 Definition. “Intellectual Property Rights” means all intellectual property rights wherever in the world, registrable or unregistrable, registered or unregistered, including any application or right of application for such rights. These include, but are not limited to, copyright, confidential information, trade secrets, know-how, trademarks, passing off rights, patents, inventions, ideas, and rights in designs, including any such rights in the Company Materials and Deliverables.
5.2 Customer Materials. The Customer grants the Company a worldwide, non-exclusive, royalty-free, non-transferable, and revocable license to copy, use, and modify all information, materials, equipment, tools, branding, drawings, specifications, and data that pre-exist this Agreement and are owned and supplied by the Customer to the Company (the “Customer Materials”) for the Term, for the sole purpose of enabling Company to provide the Services and develop any Deliverables for the Customer in accordance with the Agreement.
5.3 Company Materials. Company may use data, software, designs, models, systems, and other methodologies and know-how (“Company Materials”) that pre-exist this Agreement and are already owned by the Company, for the performance of the Services. Notwithstanding the delivery of any Deliverables, Company retains all Intellectual Property Rights in the Company Materials (including any improvements or knowledge developed while performing the Services), and in any documents and/or papers compiled in connection with the Services (but not Customer Materials included in them).
5.4 Customer Feedback. Any feedback provided by the Customer to the Company during or after the Term in relation to the Services and/or Deliverables shall be solely owned by the Company, and the Company may use this feedback for the purposes of improving its current and future services to the Customer or its other customers and/or creating new products and services, without owing any kind of compensation or royalties to the Customer.
5.5 License to use Customer’s name and logo. Customer hereby grants the Company a revocable, royalty-free, non-exclusive, worldwide license to use the Customer’s name and logo on the Company’s website and/or promotional and/or advertising materials and/or as part of its customer portfolio.
6. CONFIDENTIALITY
6.1 Definition. “Confidential Information” means any non-public information that is proprietary or confidential to a party disclosing its information (the “Discloser”) to another party (the “Recipient”) directly or indirectly, and by any physical or digital means, and is marked as confidential or would reasonably be deemed as confidential. Confidential Information includes, but is not limited to, trade secrets, financial data, business plans, customer lists, information and personal data of the other Party’s employees, and any information pertaining to the Discloser’s products or services.
6.2 Confidentiality. The Recipient shall (i) keep the Confidential Information strictly confidential and secure, (ii) not disclose it to third parties without the Company’s prior written consent, and (iii) not use it for any purpose other than for the purposes of the Agreement, except if required by law, regulation, or court or governmental order, and provided the Company receives prior written notice. The Recipient may disclose the Confidential Information to its employees, directors, professional advisers, subcontractors, and Affiliates who are on a need-to-know basis and are bound by similar confidentiality obligations. The Recipient undertakes that it shall not at any time and for a period of three (3) years after termination or expiry of the Agreement, disclose any confidential information.
6.3 Remedies. The parties agree that failure of the Recipient to comply with its obligations under this Clause may result in irreparable harm to the Discloser, and that monetary damages will be inadequate to compensate the Discloser. Accordingly, in addition to Discloser’s legal and equitable rights, the Discloser may seek injunctive relief to enforce the terms of this Clause 4, without having to prove actual damages.
7. INDEMNITY AND LIABILITY
7.1 Indemnity. Each Party (the “Indemnifying Party”) shall defend, indemnify, and hold the other Party (together with its representatives, officers, directors, employees, agents, consultants, and contractors, the “Indemnified Party”) harmless from and against all losses, costs, and damages (including reasonable attorney fees) which the Indemnified Party has suffered or incurred arising from a third-party claim in relation to the Indemnifying Party’s:
- (i) intentional misconduct or gross negligence resulting in death, injury, or tangible property damage,
- (ii) proven violation of federal, state, or local laws and regulations,
- (iii) any action or omission of the Indemnifying Party resulting in the Indemnified Party’s funds being seized, blocked, or withheld by a sanctioning body,
- (iv) infringement of patent, copyright, trade secret, or other intellectual property rights, and
- (v) breach of confidentiality obligations.
Notwithstanding the above, in case of the Company’s breach of its obligations or delay in the delivery of the Services and/or Deliverables, the Company shall not be liable if the breach is due to the actions, omissions, errors, or delays of the Customer or caused by a Force Majeure Event.
7.2 Indemnity Conditions. The Indemnifying Party shall defend the Indemnified Party against all such claims or actions arising out of Clause 7.1. This obligation is subject to the Indemnified Party:
- (a) promptly notifying the Indemnifying Party in writing,
- (b) giving full information and assistance to the Indemnifying Party, and
- (c) giving the Indemnifying Party the sole right to control the defense or settlement.
7.3 Liability. IN NO EVENT SHALL THE PARTIES, THEIR DIRECTORS, OFFICERS, EMPLOYEES, AND/OR CONSULTANTS BE LIABLE TO THE OTHER FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION, ANY CLAIMS FOR LOST PROFITS, EVEN IF THE OTHER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SAVE FOR BREACHES OR VIOLATIONS FOR WHICH LIABILITY CANNOT BE CAPPED OR EXCLUDED IN ACCORDANCE WITH APPLICABLE LAWS (INCLUDING DEATH OR PERSONAL INJURY) AND FOR THE INDEMNIFICATION OBLIGATIONS UNDER CLAUSE 7.1(VI), THE COMPANY’S AGGREGATED TOTAL LIABILITY TO THE CUSTOMER SHALL IN NO EVENT EXCEED 50% OF THE FEES RECEIVED BY THE COMPANY IN THE SIX (6) MONTH PERIOD PRECEDING THE BREACH.
8. MISCELLANEOUS
8.1 Non-Solicitation. The Customer acknowledges and agrees that the Personnel has specific, specialized expertise, skills, and knowledge, and the Company has invested significant time, effort, and finances in sourcing such Personnel to provide industry-leading services to its customers. Therefore, the Customer agrees not to solicit for employment, hire, or otherwise engage the Personnel during the Term and for two (2) years thereafter. In case the Customer breaches this obligation, the Customer shall pay to the Company as liquidated damages an amount equal to one (1) year’s salaries/fees of the solicited Personnel.
8.2 Force Majeure. Neither party shall be liable for non-performance of its obligations if such is caused by conditions beyond its control, including but not limited to war, flood, strikes, epidemic or pandemic declared by the WHO, freight embargoes, earthquakes, electrical or internet outages or failures, terrorist acts, or any acts of God (“Force Majeure”), provided that such party notifies the other party within five (5) business days of such event occurring. All obligations shall resume when the Force Majeure Event ceases to exist.
8.3 Subcontracting. The Company may use and deploy for the performance of the Services, at its absolute discretion, its employees, agents, consultants, and/or subcontractors (“Personnel”). The Company shall ensure that the Personnel acknowledge the Company’s obligations, to the extent that these would apply to the Personnel directly. The Company shall be liable for the acts and omissions of the Personnel.
8.4 Notices. All notices must be in English and in writing and shall be sent by courier or email. Courier delivery within normal business hours is effective on the same day. Email notices sent before 5 pm on a business day are effective the same day; otherwise, they take effect the next business day. Notices to Company must be sent to the email address [email protected].
8.5 Waiver. Failure or delay of a party in exercising any of its rights does not waive that right, and partial exercise does not prevent future exercise of that right. All waivers must be in writing.
8.6 Assignment. Neither party shall be permitted to assign or novate this Agreement without the prior written consent of the other party. The Company shall assign or novate this Agreement to its Affiliates without the prior consent of the Customer.
8.7 Severability. If a term of this Agreement is found invalid or unenforceable by a court or authority, the remaining terms shall remain in full force and effect.
8.8 Variation. These T&Cs may be updated by the Company at its discretion without any prior notice. For the avoidance of doubt, for each SOW, the Customer shall be bound by the respective T&Cs applicable at the time of execution of that SOW.
8.9 No Partnership or Agency. This Agreement does not create an employer-employee relationship, agency, partnership, or joint venture between the parties. Both TEK and the Customer remain independent contractors.
8.10 Entire Agreement. This Agreement is the complete and sole understanding between the parties, and no representations have been relied upon in entering into this Agreement.
8.11 Precedence. In case of conflict between these T&Cs and a SOW, the SOW shall prevail to the extent of the conflict. A purchase order (“PO”) prevails only if it expressly provides that it takes precedence.
8.12 Disputes, Governing Law, and Jurisdiction. In the event of any dispute arising from this Agreement, the Parties will first seek to resolve such dispute through good faith, amicable discussions, and negotiations. If the Parties do not manage to resolve the dispute within thirty (30) days, they may seek legal recourse. The Agreement shall be governed by and construed in accordance with the laws of the territory in which the Company is registered (the “Territory”) and will be submitted to the exclusive jurisdiction of the Territory.
APPENDIX 1 – ADDITIONAL TERMS AND CONDITIONS FOR COMMERCIAL AGREEMENT / SKILLING SERVICES
1. Termination, Rescheduling, and Cancellation Charges
1.1 Termination Charges. If the Customer decides to terminate the Agreement at any time during the Term, the following charges will be applied according to the notice period:
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- (i) Up to 10 (ten) days’ notice, the Customer shall pay 30% of the Fees.
- (ii) Up to 21 (twenty-one) days’ notice, the Customer shall pay 15% of the Fees.
- (iii) Up to 30 (thirty) days’ notice, the Customer shall not pay any of the Fees.
For the avoidance of doubt, all other costs and expenses incurred by the Company for the provision of the Services, which cannot be averted as a result of termination, including but not limited to, any Fees accrued up to the date of termination, shall be paid by the Customer regardless of the notice period for termination.
1.2 Rescheduling or Cancellation Charges. If the Customer decides to reschedule or cancel any training module at any time during the Term, the following charges will be applied according to the notice period:
- (i) Up to 10 (ten) days’ notice, the Customer shall be required to pay 100% of the Fees.
- (ii) Up to 21 (twenty-one) days’ notice, the Customer shall pay 50% of the Fees.
- (iii) Up to 30 (thirty) days’ notice, the Customer shall not be required to pay any of the Fees.
For the avoidance of doubt, all other costs and expenses incurred by the Company for the provision of the relevant training module, which cannot be averted as a result of the rescheduling or cancellation, including but not limited to any Fees accrued up to the date of rescheduling or cancellation, shall be paid by the Customer, regardless of the notice period for rescheduling or cancellation.
APPENDIX 2 – ADDITIONAL TERMS AND CONDITIONS FOR BOOKING FORM / OPEN CALENDAR COURSES
1. Cancellations and Rescheduling
1.1 Cancellations or Rescheduling Made by Company. Company reserves the right to cancel, move, or reschedule a training event or course due to circumstances that are beyond the Company’s control and/or due to unforeseen circumstances, such as trainer illness or low attendance. Company will endeavor to provide a replacement trainer or to reschedule the course and will offer the Customer the option to pursue their training program at an alternative date. For courses which cannot be rescheduled, Company will notify the Customer and will re-allocate attendees to future training events with the Customer’s consent.
1.2 Customer Cancellation and Rescheduling – Process. Except for cancellations made by the Company, the following cancellation fees will be imposed on all bookings, depending on the number of days’ notice provided to the Company. If the Customer needs to make a cancellation, a written notification must be sent to Company via email to the email address stated on the SOW or otherwise communicated to the Customer.
1.3 Customer Cancellation and Rescheduling – Fees. All cancellations made between 0-14 days prior to the Services Start Date are subject to a 100% cancellation fee, based upon the full course fee (+ VAT, if applicable), which must be paid in full upon cancellation. In the event that a course rescheduling is requested with less than 14 days’ notice prior to the Services Start Date, the Customer shall be liable for 100% of the full value of the course initially booked, in addition to the value of the course booked. It is expressly agreed that for the same course, rescheduling shall be permitted only once by the same Customer.
2. Other Terms
2.1 Any typographical errors, including pricing or omission in any website, sales literature, administrative documentation, course materials, or other documents, are subject to corrections without any liability on the part of the Company. The course information, as applicable, including the course, date, and venue, pre-coursework, maps, and directions, will be advised upon confirmation of the booking by the Customer. Company reserves the right to change the venue, for circumstances that are beyond Company’s control, and will advise the Customer as soon as the change is known. Company cannot be held liable for out-of-pocket expenses due to cancellations or alterations to the course venue.
2.2 Customers must ensure that their attendees can attend the scheduled training courses. Non-attendance of any course, regardless of delivery type (virtual or onsite), for any reason whatsoever, will be considered a cancellation without notice, and full payment shall be due to the Company. Partial attendance of a course occurs when a Customer’s attendee does not complete the full course. In such a situation, the Customer will not be entitled to any refund for courses or any portion of courses that were not attended. This will be regarded as non-attendance.
2.3 Course Appropriateness. The Customer acknowledges their responsibility to ensure that the course they have reserved for their attendees aligns with the needs and proficiencies of the attendees. While Company’s employees, consultants, advisors, agents, etc., may offer course recommendations or learning solutions, the ultimate assessment and decision regarding course suitability rest with the Customer. The Company retains the right, at its sole discretion, to decline admission to any individual attendee whom it deems unsuitable for the training.
2.4 Attendees are strictly prohibited from recording any video or audio during interactions with the Company’s employees, trainers, etc., without obtaining prior written consent. Failure of the Customer to inform their attendees to comply with this prohibition will result in the immediate termination of the attendee’s enrollment and will be deemed a breach of the Agreement by the Customer.
2.5 Company does not accept responsibility for the content of any third-party sites that may be referenced by the Company. The Company expressly disclaims any responsibility for the content, materials, the accuracy of the information, and/or the quality of the products or services provided by, available through, or advertised on these third-party websites.
APPENDIX 3 – CYBERSECURITY ADDITIONAL TERMS AND CONDITIONS
- Company Warranties and Disclaimer. In the event that the Company does not perform the Services in accordance with the SLA, the Company shall use commercially reasonable efforts to properly re-perform the Services at no additional charge as promptly as possible under the applicable circumstances following receipt of written notice from the Customer detailing the breach. The Company, its Affiliates, and Personnel do not represent or warrant that the Services or Deliverables provided will be timely, accurate, complete, error-free, or free of viruses, or will be compatible with any third-party software, hardware, webpage, or applications that the Customer uses, or with any software or hardware upgrade or modification the Customer may decide to make. The Company and its Affiliates disclaim any and all liability related to the aforementioned.
- Customer Warranties. Customer warrants that it shall request approval or provide notification to the Company, as per the SLA (where applicable), for any changes, modifications, upgrades, or other alterations that may disrupt or affect the provision of the Services and/or Deliverables.
- Customer-caused Delays. In the event of any Customer-caused delays, the Company will assign relevant Personnel and complete the Services based on the availability of time and resources, and the Customer will bear all related expenses and costs.
- Granting of License. Each Party will retain all rights, titles, and interests in and to their respective Intellectual Property Rights that they provide to the other party to facilitate the rendering of the Services. The Company hereby grants the Customer a non-exclusive, limited, non-assignable, revocable, royalty-free, and non-transferable license (without the right to sub-license) to any such Intellectual Property Rights solely to the extent necessary to receive and use the Services and/or Deliverables.
