Terms

STANDARD TERMS & CONDITIONS OF BUSINESS

1.0 General Application

1.1 Commercial Contracts
These terms and conditions (Terms) apply to all contracts between GO SIX SIGMA LIMITED and Client in relation to the provision of Services to Client by GO SIX SIGMA LIMITED. These Terms prevail over any terms and conditions of Client.

1.2 Consumer Contracts
Nothing in these Terms shall affect the statutory rights of a consumer.

2.0 Definitions and Interpretation

2.1 Meanings
In this Agreement, unless the context otherwise requires, the following words have these meanings :
• Agreement means the agreement between GO SIX SIGMA and Client for GO SIX SIGMA to provide Services to Client in accordance with these terms together with any Details where applicable
• Deliverable(s) means documents, products, materials, work, specifications and solutions developed for Client by GO SIX SIGMA in the provision of the Services and which may be more particularly set out in the Details.
• Documents includes in addition to any document in writing, any drawing, map, plan, schematic, diagram, design, picture or other image, however recorded and preserved embodying information in any form.
• Fee means the fee for the Services specified in the Details or otherwise agreed between the parties. Services means the services to be provided to Client by GO SIX SIGMA (including a Public Training Seminar) that may be more particularly set out in the Details as modified by agreement of the parties from time to time.
• Third Party Material means material in any form, the intellectual property rights subsisting in which are owned by or exclusively licensed by a third party. GO SIX SIGMA Materials means all Documents, information and materials created and/or provided by GO SIX SIGMA relating to the Services and/or Deliverables. Public Training Seminar means the provision by GO SIX SIGMA to Client of a seminar, course, programme, webinar and eLearning as published in GO SIX SIGMA’s public learning catalogue (including related Documentation).
• Client means party/person for which professional services are rendered.
• GO SIX SIGMA means GO SIX SIGMA LIMITED.

2.2 References
References to clauses (except where the context otherwise requires) are references to the clauses referred to herein. Any reference in these Terms to a provision or statute shall be construed as a reference to that provision as amended or re-enacted from time to time.

3.0 Services and Appointment

3.1. Non-Exclusivity
GO SIX SIGMA are appointed on a non-exclusive basis and nothing in the Agreement shall prevent GO SIX SIGMA from contracting or dealing with any other clients in relation to the Services or similar services.

3.2 Quotation
A quotation for Services provided to Client by GO SIX SIGMA does not constitute an offer and GO SIX SIGMA reserves the right to withdraw or revise a quotation at any time prior to entering into an Agreement. All statements whether written or oral, including descriptions, illustrations, or specifications concerning the Services made or given by GO SIX SIGMA before entering into an Agreement, whether in brochures, leaflets, publications proposals or otherwise are for the purposes of information and guidance only.

3.3 Delivery
Subject to prompt payment of outstanding amounts by Client and/or any delay reasonably incurred by GO SIX SIGMA or which is beyond GO SIX SIGMA’s reasonable control, GO SIX SIGMA shall use reasonable endeavour to deliver the Deliverables to Client on such dates as Client and GO SIX SIGMA agree, but such dates shall be estimates only and time shall not be of the essence.

3.4. Information & Co-operation
Client and GO SIX SIGMA shall provide each other with clear and accurate information and co-operate in relation to the provision of the Services.

3.5 Licences, Permissions & Approvals
Client must obtain all necessary licences, permissions and approvals, if any, required for the carrying out of the Services, other than those held by GO SIX SIGMA for the conduct of its business.

3.6 Logins & Registrations
Login / Registration details provided by GO SIX SIGMA are exclusively for use of a named registered delegate; login details must not be shared at any time.

4.0 Payment

4.1 Fees
Client will pay the Fee to GO SIX SIGMA at the times and in the manner outlined in this Agreement. Time for payment shall be of the essence and GO SIX SIGMA may suspend or cancel its carrying out of the Services without liability if the Fee is not paid when due.

4.2 VAT & Other Taxes
Unless otherwise stated the Fee is exclusive of VAT and all other taxes, duties and charges, and Client shall be liable for such VAT, taxes, duties or charges which will be payable to appropriate authority.

4.3 Additional Works & Variations
If a fixed fee is specified in the Details, that fee is only applicable to the provision of the Services. GO SIX SIGMA will charge for any additional work in the amount and manner agreed in writing by the parties, or if not so agreed, at GO SIX SIGMA’s then current standard hourly rates.

4.4 Expenses
All approved expenses incurred by GO SIX SIGMA in the performance of the Services will be fully reimbursed by Client. On Client request prior to payment, GO SIX SIGMA shall provide receipts for such expense claims. Expenses and disbursements will be invoiced at the same time as fee invoices.

4.5 Payment Terms
Subject to Clause 4.6 and 4.7, Client must pay in full and cleared funds all amounts owing under this Agreement within 30 days of receipt of the relevant GO SIX SIGMA invoice.

4.6 Public Training Courses & Seminars
Client shall pay the fee in full and cleared funds for Public Training Course or Seminar at the point of booking said event which must be no later than 5 days prior to the scheduled commencement date of the relevant Public Training Course or Seminar or by the due date shown on the sales invoice. Non-receipt of any part of the fee by the time stated will result in the client being unable to attend the event.

4.7 Purchase of Products
Where Client purchases any products, goods, books, software, publications or other materials from GO SIX SIGMA the Client shall make payment in full and cleared funds prior to dispatch by GO SIX SIGMA.

4.8 Handling Fee
Payments are made via Paypal and are subject to any fees PayPal may levy on the purchase (Client). Any fees levied by PayPal to the seller (GO SIX SIGMA) are the liability of GO SIX SIGMA.

4.9 Interest
GO SIX SIGMA may charge interest at the current Bank of England Base Rate +1% per month on all overdue amounts.

5.0 Confidential Information

5.1 During Provision of Services
In providing the Services, both GO SIX SIGMA and Client shall take all reasonable measures and precautions to safeguard any confidential information and data in its possession concerning the affairs of the other and in any event such measures and precautions shall be no less stringent than operated from time to time by that party in respect of data concerning its own internal affairs.

5.2 Termination of Agreement
On termination of this Agreement or demand by the disclosing party, all confidential information supplied to the recipient by or on behalf of the disclosing party is to be returned to the disclosing party or destroyed as directed by the disclosing party.

6.0 Intellectual Property

6.1 Title & Intellectual Property
Client acknowledges that title to and all intellectual property rights in all existing GO SIX SIGMA Materials will remain with GO SIX SIGMA.

6.2 Transfer of Title & Rights
The property and any copyright or any other intellectual property rights and any information, reports, drawings, designs or written or electronic information or other products generated or used by GO SIX SIGMA in the course of the provision of the Services (hereinafter referred to as the “Materials”) shall be and remain vested in GO SIX SIGMA. Subject to GO SIX SIGMA receiving the payment in full and cleared funds of all amounts owing under this Agreement, GO SIX SIGMA grants the Client the right to use the GO SIX SIGMA Materials and/or Materials for the purposes of utilising the Services only.

6.3 Consent
Client shall not use the GO SIX SIGMA Materials and/or Materials for any other purpose without the prior written consent of GO SIX SIGMA and upon such terms as may be agreed by GO SIX SIGMA. GO SIX SIGMA shall not be liable for the use by any person of the GO SIX SIGMA Materials and/or Materials for any other purpose other than that for which the same were prepared by or on behalf of GO SIX SIGMA.

6.4 Recording, Copying or Transmission
Unauthorised recording, copying, or transmission of content is strictly prohibited.

6.5 Webinar & Online Services
The GO SIX SIGMA Webinar & Online services and any content viewed through these services are for your personal and noncommercial use only. As part of your purchase fee, we grant you a limited, non-exclusive, non-transferable, license to access the webinar service. Except for the aforementioned limited license, no right, title or interest shall be transferred to you. You agree not to use the service for public performances, not to archive, download, reproduce, distribute, modify, display, perform, publish, license, create derivative works from, offer for sale, or use (except as explicitly authorized in these Terms of Business) content and information contained on or obtained from or through the webinar or online services.

7.0 Service Warranty

7.1 Reasonable Skill & Care
GO SIX SIGMA shall exercise reasonable skill and care in the provision of the Services and warrants that the Services will be provided to Client by competent personnel. GO SIX SIGMA warrants that it has not infringed any person’s copyright in the provision of the Services and will not knowingly provide Services that infringe any other intellectual property rights or any third party rights.

7.2 Exclusions
Except for the warranty in clause 7.1 and to the full extent permitted by law, GO SIX SIGMA excludes all warranties, terms, conditions or undertakings whether express or implied, written or oral, statutory or otherwise including any implied warranty of satisfactory quality or fitness for a particular purpose in respect of the Services or the Deliverables.

7.3 Refund or Rectify
In the event that any Services fail to comply with the standard at clause 7.1, GO SIX SIGMA will, at its option and provided it is promptly notified in writing by Client of such failure, either rectify or repeat such non-complying Services at no additional charge or refund to Client all fees paid by Client with respect to such non-complying Services. Where GO SIX SIGMA repeats such Services, any time specified in the Details shall be extended accordingly.

8.0 Limitations of Liability

8.1 Death & Injury
GO SIX SIGMA bears unlimited liability for death or personal injury arising from its negligence incurred while GO SIX SIGMA is performing the Services.

8.2 Consequential Loss
GO SIX SIGMA will not be liable either in contract, tort (including negligence) or otherwise for direct or indirect loss of profits, business or anticipated savings, nor for any indirect or consequential loss or damage arising from this Agreement (even if GO SIX SIGMA has been advised of the possibility of such damages) for which Client pays, suffers or is liable.

8.3 Limit of Liability
The liability of GO SIX SIGMA for all claims in aggregate for any loss suffered by Client (except for those losses with unlimited liability under clause 8.1 or losses excluded under clause 8.2) for any cause of action will be limited to the extent permitted by law to the Fee paid to GO SIX SIGMA under this Agreement.

9. Term and Termination

9.1 Standard Term
This Agreement will terminate in accordance with the term specified in the Details (unless the parties agree in writing to extend the term) or following conclusion of the Services unless this Agreement is terminated in accordance with clause 9.2.

9.2 Early Termination
Either party may terminate the Agreement by written notice to the other party if (a) in the reasonable opinion of the non-breaching party, the breaching party is in breach of its obligations under the Agreement and fails to remedy that breach within 21 days of being requested in writing by the non-breaching party to do so ; or (b) an order is made or a resolution is passed for the winding-up of the other party, or an order is made for the appointment of an administrator or receiver or circumstances arise which entitle a court of competent jurisdiction to make any such order of the other party.

9.3 Payment
Client must pay GO SIX SIGMA for all Services rendered and expenses incurred up to the date of termination.

9.4 Surviving Clauses
Clauses 4, 5, 6, 8, 9.2 and 17 of this Agreement survive the termination or expiration of this Agreement.

10.0 Cancellation

10.1 GO SIX SIGMA Cancellation
GO SIX SIGMA may cancel or suspend the Services or a Deliverable in the event of a delay reasonably incurred by GO SIX SIGMA or an event that is beyond GO SIX SIGMA’s reasonable control. In the event that PMI exercises its right under this clause 10.1 to cancel, Client shall be entitled to a refund of the fees already paid to GO SIX SIGMA with respect to such cancelled Services.

10.2 Client Cancellation
In the event of cancellation and/or postponement (Cancellation) by Client (subject to 10.3), GO SIX SIGMA reserves the right to charge Client the following:
(a) 15% of the total fee payable for Services if Cancellation is received by GO SIX SIGMA in writing more than two calendar months prior to the scheduled date of commencement of the Deliverable;
(b) 40% of the total fee payable for Services if Cancellation is received by GO SIX SIGMA in writing more than one calendar month, but less than two calendar months prior to the scheduled date of commencement of the Deliverable;
(c) 75% of the total fee payable for Services if Cancellation is received by GO SIX SIGMA in writing not more than one calendar month prior to the scheduled date of commencement of the Deliverable; and
(d) 100% of the total fee payable for Services if Cancellation is received by GO SIX SIGMA in writing not more than two weeks prior to the scheduled date of commencement of the Deliverable;

10.3 Public Training Course or Seminar Cancellation/Postponement
Should GO SIX SIGMA cancel a public training course or seminar then all fees and levies paid during the purchase of the course or seminar by the Client shall be reimbursed. GO SIX SIGMA will not be liable for other costs such as transport or hotels.
Should the Client wish to cancel their participation in the public course or seminar then reimbursement will be as follows:
(a) 95% of the total fee payable for Services if Cancellation is received by GO SIX SIGMA in writing more than two calendar months prior to the scheduled date of commencement of the course or seminar;
(b) 45% of the total fee payable for Services if Cancellation is received by GO SIX SIGMA in writing more than one calendar month, but less than two calendar months prior to the scheduled date of commencement of the course or seminar;
(c) 15% of the total fee payable for Services if Cancellation is received by GO SIX SIGMA in writing not more than one calendar month prior to the scheduled date of commencement of the course or seminar; and
(d) 0% of the total fee payable for Services if Cancellation is received by GO SIX SIGMA in writing not more than two weeks prior to the scheduled date of commencement of the course or seminar;

10.4 Substitution
You may substitute a named participant for free, subject to the new course participant complying with course requirements (including pre-requisites). If the course has commenced or online materials have not been used then substitution is not permitted.

10.5 Deferral
If you make a deferral request, you must reschedule your course within 12 months of the original scheduled dates of the course in order to benefit from the original offer & fee; otherwise the cancellation terms will apply.

10.6 Payment
Payment must be received by GO SIX SIGMA prior to attending the event. Failure to complete payment in advance will result in your place being cancelled and reallocated.

10.7 Technology Failure
In the event of technology failure during a Webinar or online course, if GO SIX SIGMA is at fault, you will be entitled to a free transfer to another event of the same value, or reimbursement according to the proportion of content not accessed. GO SIX SIGMA will not be held responsible for any other technical fault that may occur.

10.8 Transfer
In the case a transfer to another event is requested, where GO SIX SIGMA is not at fault normal fee will be applied unless GO SIX SIGMA wishes to discount the fee.

11.0 Relationship
Client and GO SIX SIGMA agree that their relationship is one of principal and independent contractor and not of agency, partnership or employment.

12.0 Data Protection
Each party shall ensure that it complies with its obligations under the Data Protection Act 1998 in relation to any personal data it supplies to the other party.

13.0 Subcontracting
GO SIX SIGMA may subcontract any part of the Services.

14.0 Assignment
A party may not assign or otherwise deal with their rights under this Agreement without the prior written consent of each other party.

15.0 Notices
Notices under this Agreement must be in English and in legible writing and must be delivered to the address specified for each party in the Details or as otherwise notified by that party.

16.0 Force Majeure
Neither party shall be liable to the other for any failure to perform or delay in performance of its obligations under this Agreement caused by act of God, war, civil disturbance, acts of terrorism, the act of any government or authority (including revocation of any licence or consent), fire, flooding, explosion, natural disasters or other events beyond its reasonable control. Should such an event of force majeure continue for longer than one month, the party adversely affected may terminate this Agreement immediately without further liability other than those liabilities which had already accrued at the date of termination.

17.0 Applicable Law
The laws of England apply to this Agreement and the parties submit to the exclusive jurisdiction of the English Courts.

18.0 General
18.1. This Agreement constitutes the entire Agreement between the parties and supersedes all prior representations, agreements, statements and understandings whether verbal or in writing.
18.2. This Agreement may not be changed or modified in any way after it has been signed, except in writing signed by or on behalf of the parties.
18.3. The failure of either party to assert any of its rights hereunder, including the right to terminate this Agreement for cause, shall not be deemed to constitute a waiver by that party thereafter to enforce each and every provision of this Agreement in accordance with its terms.
18.4. Any provision of this Agreement which is or becomes illegal, void or unenforceable will be ineffective to the extent only of that illegality, voidness or unenforceability and will not invalidate the remaining provisions.
18.5. Nothing in this Agreement is intended to give any enforceable rights to any third party, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.

COPYRIGHT GO SIX SIGMA 2018