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Terms and Conditions

NOTICE TO ALL USERS

Please read through the terms of the Licence granted to you by The Perfect Help LLC ("TPH") for the use of the Training Materials ("Training Courses" and "Training Materials") respectively as more particularly described in your order.  If you do not agree to all of the terms contained herein please do not do not use our website or order the Training.

By downloading or attending the Training Session, or procuring the Training Materials,  you, the Licensee, (as defined in your order) consent to be bound by, and become a party to, this Licence.

Important notice: Please read carefully before buying training courses or accessing or downloading any training materials from this website.

By clicking on the "purchase" button on your event page, you agree to these terms which will bind you and (if you are an employer) your employees.  If you do not agree to these terms, we shall not sell Training Materials or Documentation to you and you must discontinue the purchasing process now.

THE PRODUCT – A DESCRIPTION

We describe our products as:

  • Instructor Lead Training [TPH]
  • Delegates are required to attend a location where an instructor delivers the training
  • eLearning [Online training]
  • Delegate can purchase a training activity online, access and complete the course online
  • Distance Learning
  • Delegate can book the product online
  • With distance learning TPH will send learning materials to the delegate for completion on receipt of full payment
  • Blended Learning
  • A course that is delivered using a combination of all learning delivery methods, i.e. TPH, online and distance
  • Packaged Training Services
  • Any combination of the above services, in a series of training modules specifically created for your own requirements.

Please note that we reserve the right to change the course content of any Training Course at any time and without notice.

THE SALE

The purchase of Training Courses and Training Materials are subject to the following:

  • the prices set out for the relevant product on our website; and
  • the purchase of the Training Courses and Training Materials includes the granting of a non-exclusive, non-transferable licence to use the Training Materials and the Documentation on the terms of such licence, which are set out in the following clause.

Method of Delivery for Training Courses: once your registration for a Training Course has been successfully processed, you will receive an email confirming your seat, name of the course, course timing, and location of delivery.

THE LICENCE

You may:

  • [IF YOU ARE AN TPH CUSTOMER] receive and possess the Training Materials associated with the relevant Training Course purchased and to use such Training Materials in conjunction with the attendance of such course, as well as use such as a record of information for the term of this licence provided that only the delegate of the relevant TPH Training Course may make such use of them.
  • [IF YOU ARE AN E-LEARNING CUSTOMER] download and use the Documents for the purposes of completing the associated course on line only either (as agreed between the parties):
  • On one CPU if the Licence is a single-user licence or the Software is for single use; or
  • If the Licence is a multi-user or network licence, by the number of concurrent users agreed between you and us.
  • [IF YOU ARE A DISTANCE LEARNING CUSTOMER] receive and possess the Training Materials associated with the relevant Training Course purchased and to use such Training Materials in conjunction with the attendance of such course, as well as use such as a record of information for the term of this licence provided that only the delegate of the of the relevant Distance Learning Training Course may make such use of them.
  • [IF YOU ARE A BLENDED LEARNING CUSTOMER] have the same rights as may be appropriate with the three categories above.
  • [IF YOU HAVE PURCHASED PACKAGED TRAINING SERVICES] enjoy all general rights that may be relevant to the specific training packaged for your needs, coupled with a licence to use the materials, the scope of which we have agreed with you when providing the packaged services.

LICENSEE'S UNDERTAKINGS

Except as expressly set out in this Licence you undertake (and you undertake to procure that your employees or any other delegate attending a Training Course on your behalf or on your account so undertakes):

  • not to copy the Training Materials or Documentation except where such copying is incidental or necessary for the purposes of completing the relevant Training Course;
  • not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Training Materials or Documentation;
  • not to alter, or modify, the whole or any part of the Training Materials or Documentation, nor permit the Training Materials or any part of them to be combined with, or become incorporated into, any other materials;
  • to supervise and control use of the Training Materials and Documents and ensure that they are used by your employees and representatives in accordance with the terms of this Licence;
  • to include the copyright notice of BSI on all entire and partial copies you may make of the Training Materials or Documents on any medium;
  • not to provide or otherwise make available the Training Materials or Documentation in whole or in part, in any form to any person without prior written consent from the Licensor.

TRANSFERS AND CANCELLATION OF TRAINING COURSES

Delegates may transfer their registration for one course to another course up to 21 working days prior to the original course date. Once a delegate has transferred no refunds can be made for the cancellation of either course.  Only one transfer by any delegate may be made.

If you cancel a Training Course: - all cancellations must be made no later than 25 working days before the start of relevant Training Course.  We will only accept cancellations that are made in writing.  If a delegate fails to attend a Training Course, or a cancellation is sought within the 25 working days prior to the start of such course, full payment will be required.

Refund Policy: if the refund is approved by the Licensor, it will be made through the original mode of payment only.  No refunds shall be given for the cancellation of Distance Learning, Blended Learning and ELearning courses no matter when cancellation is notified to us.

If we cancel a Training Course, or change course content: - we reserve the right to cancel a Training Course at any time, without incurring any additional liability to the Licensor or any delegate. In such circumstances, we will offer alternative dates, a full refund or a credit note.

CONFIDENTIALITY

  1. Although copyrighted, the Licensee acknowledges that the Training is unpublished and contains Confidential Information (as defined below) of TPH and may contain Confidential Information of TPH and is considered by TPH (and, to any applicable extent, TPH licensors) to constitute valuable trade secrets.  Accordingly, Licensee will hold the Training Materials in confidence and keep the nature and content of the Training Materials confidential.
  2. Licensee shall not without the written consent of TPH divulge any part of the Confidential Information to any person except:
  3. Licensee's own employees and then only to those employees who need to know the same;
  4. Licensee's auditors and any other persons having a right, duty or obligation to know the business of Licensee and then only in pursuance of such right, duty or obligation;
  5. Any person who is for the time being appointed by the Licensee to maintain any equipment on which the Training Materials are for the time being used (in accordance with the terms of the license granted hereunder) and then only to the extent necessary to enable such person to properly maintain such equipment.
  6. The Licensee hereby undertakes to ensure that persons and bodies mentioned in Clause 5 above are made aware of the disclosure of any part of the Confidential Information that the same is confidential and that they owe a duty of confidence to TPH. The Licensee will indemnify TPH against any and all loss or damage which TPH may sustain or incur as a result of the Licensee failing to comply with this undertaking.
  7. The Licensee shall promptly notify TPH if it becomes aware of any breach of confidence by any person to whom the Licensee divulges all or any part of the Confidential Information and shall give TPH all reasonable assistance in connection with any proceedings which TPH may commence against such person for breach of confidence.
  8. The foregoing obligations as to confidentiality shall remain in full force and effect notwithstanding any termination of this Licence.
  9. For the purpose of this clause 10 "Confidential Information" shall mean all confidential or proprietary information, data, documentation, trade secrets, know-how, formulae, processes, techniques and other materials in electronic, written, magnetic and other media of the parties marked as confidential or proprietary or which is disclosed verbally and identified as confidential or proprietary including without limitation the Training Materials and the Documentation, provided that Confidential Information shall not include information that is (i) generally available to the public, (ii) already in the possession of the recipient without restriction, (iii) received from a third party without an obligation of confidentiality, (iv) developed independently by the recipient without reference to the discloser's Confidential Information, or (v) is required to be disclosed by the receiving party by applicable law or legal process, provided that the receiving party shall immediately notify the other party so that it can take steps to prevent its disclosure
  1. The provisions of this clause 6 shall be deemed effective from the date first presentation of a Project was made to the Licensor and shall remain in full force and effect for 10 years from that date.

LIMITATION OF LIABILITY

  1. TPH LIABILITY FOR DEATH OR PERSONAL INJURY RESULTING FROM ITS NEGLIGENCE OR THAT OF ITS SERVANTS OR AGENTS IS NOT EXCLUDED OR LIMITED.
  1. SUBJECT TO CLAUSES 1 AND 2, TPH LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT (WHETHER FOR NEGLIGENCE, BREACH OF CONTRACT OR OTHERWISE) SHALL BE LIMITED AS FOLLOWS:
  1. FOR PHYSICAL DAMAGE TO PHYSICAL PROPERTY (NOT INCLUDING THE TRAINING MATERIALS) CAUSED BY THE NEGLIGENCE OF TPH OR ITS SERVANTS OR AGENTS, TO THE SUM OF AED100,000; AND
  1. FOR ALL OTHER LOSS OR DAMAGE, TO AN AMOUNT EQUAL TO THE AMOUNT PAID OR PAYABLE BY LICENSEE UNDER THE TERMS OF THIS AGREEMENT FOR THE TRAINING OR SERVICES AS TO WHICH THE CLAIM AROSE.
  1. SUBJECT TO CLAUSE 1, NEITHER TPH NOR ITS LICENSORS SHALL BE LIABLE FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL LOSS OR DAMAGE (HOWEVER ARISING) INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF SALES, LOSS OF TURNOVER, LOSS OF BARGAIN, LOSS OF OPPORTUNITY, LOSS OF COMPUTER EQUIPMENT, SOFTWARE OR DATA OR LOSS OF TIME ON THE PART OF MANAGEMENT OR OTHER STAFF.

INTELLECTUAL PROPERTY RIGHTS

  1. TPH (or its licensors) retains all right, title and interest in the Training, Software and Documentation and any copies thereof. Title to the Training, Software media, responsibility for shipment and risk of loss shall remain with TPH until delivery of the media to Licensee at the address specified by Licensee in your order.  Except as otherwise expressly granted, no licence, right or interest in any TPH trademark, copyright, trade name, service mark or in any intellectual property or industrial property of TPH is granted hereunder.
  2. Licensee shall be entitled to make such copies of the Training Materials in machine readable form as are reasonable (at TPH sole discretion) for non-productive back-up purposes or disaster recovery purposes only and shall only use the Training Materials for internal purposes and not for service bureau work, or time share arrangements unless authorised in writing by TPH.
  3. Licensee shall affix, to each full or partial copy of the Training Materials or Documentation made by Licensee, all copyright and proprietary information notices as were affixed to the original, together with such other notices as TPH may request from time to time.
  4. Each party acknowledges that any breach of its obligations with respect to the proprietary rights of the other party may cause such other party irreparable injury for which there may be inadequate remedies at law and that such other party will be entitled to equitable relief, in addition to all other remedies available to it.

LICENSOR'S LIABILITY

Nothing in this Licence shall exclude or in any way limit the Licensor's liability for fraud, or for death or personal injury caused by its negligence, or any other liability to the extent that it may not be excluded or limited as a matter of law.

The Licensor shall not be liable under, or in connection with, this Licence or any collateral contract for:

  • loss of income;
  • loss of business profits or contracts;
  • business interruption;
  • loss of the use of money or anticipated savings;
  • loss of information;
  • loss of opportunity, goodwill or reputation;
  • loss of, damage to or corruption of data; or
  • any indirect or consequential loss or damage of any kind howsoever arising and whether caused by tort (including negligence), breach of contract or otherwise;
  • except for matters caused by the Licensor’s negligence or wilful default (or that of its employees and agents), the Licensor shall not be liable to you for any loss, harm or damage caused to any candidate, candidate’s property or your premises for any courses conducted by the Licensor on your premises. You agree to indemnify and hold harmless the Licensor against all cost or losses suffered or incurred by the Licensor due to claims, demands, suits, proceedings, actions, losses, judgments, damages, costs (including all reasonable legal fees), expenses, fines or penalties or actions against the Licensor arising out of or relating to a third party's any alleged harm, loss or damage caused to a candidate’s person, property, or to your premises on which the course relevant to such candidate takes place, due to any cause other than the Licensor’s negligence or wilful default (or that of its employees and agents).

Subject to what is provided above, the Licensor's maximum aggregate liability under or in connection with this Licence, or any collateral contract, whether in contract, tort (including negligence) or otherwise, shall be limited to a sum equal to £500.

The Licensor's liability for infringement of third-party intellectual property rights shall be limited to breaches of rights subsisting in the UK.

These terms set out the full extent of the Licensor's obligations and liabilities in respect of the supply of the Training Courses, Training Materials and Documentation. In particular, there are no conditions, warranties, representations or other terms, express or implied, that are binding on the Licensor except as specifically stated in this Licence.

TERMS OF PAYMENT

Payment can only be made using an authorised credit card at the time of the transaction on our website, or by invoice. Receipts for payment are provided in electronic format.

We take reasonable measures to ensure that our website is a secure site. Please see the terms and conditions of use of our website concerning access to it and use of the facilities on it. We take all necessary steps to ensure that any information provided by you for the purposes of payment will be kept secure.

Invoices payment terms are 30 days from date of invoice or at least 10 working days before the start of the course, whichever is sooner.

If any information that you have given to us proves to be incorrect, which has resulted in our not charging you the correct fee for the courses that you are buying, we reserve the right to adjust the fee (upwards or downwards) so that it is the correct fee for your circumstances.

TERMINATION

The Licensor may terminate this Licence immediately by written notice to you if:

  1. Is in material or persistent breach of this Licence which you fail to remedy (if remediable) within 14 days after the service of written notice requiring you to do so; or
  2. Fails to pay any amount due to TPH within fourteen (14) calendar days of the date of the invoice;
  3. Has a proposal made for its voluntary arrangement within Part 1 of the Insolvency Act 1986 or a proposal for any other composition scheme or arrangement with (or assignment for the benefit of) of its creditors;
  4. Is unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986;
  5. Has a trustee, receiver, administrative receiver or similar officer appointed in respect of all or any part of the business or assets of its organisation;
  6. Has a petition is presented (and not discharged within 30 days) or a meeting is convened for the purpose of considering a resolution, or other steps are taken for its winding up, or for the making of an administration order (otherwise than for the purpose of an amalgamation or reconstruction);
  7. Ceases to carry on business as a going concern;
  8. Ceases to be in a position to fulfil its obligations set out herein;
  9. Suffers any event in a foreign jurisdiction analogous to or comparable with any of the foregoing.
  10. Within seven (7) calendar days following the date of termination or expiry of this Licence, the Licensee shall at the sole option of TPH return or destroy all copies, forms and parts of the Training  and Documentation shall certify to TPH in writing that this has been done

Upon termination for any reason:

  • All rights granted to you under this Licence shall cease;
  • You must cease all activities authorised by this Licence;
  • You must immediately pay to the Licensor any sums due to the Licensor under this Licence; and
  • You must immediately delete or remove the Training Materials or Documentation from all computer equipment in your possession, and immediately destroy or return to the Licensor (at the Licensor's option) all copies of the Training Materials and Documentation then in your possession, custody or control and, in the case of destruction, certify to the Licensor that you have done so.

Fees and Payment Terms

  1. Training Licensee shall pay TPH the fees specified in your order and all associated shipping costs for the Training Materials.
  2. All fees shall be due and payable within fourteen (14) calendar days of the date of invoice. Licensee is responsible for all taxes concerning the Training Software, excluding taxes based on TPH income. Overdue payments shall bear interest at the lesser of twelve per cent (12%) per annum or the maximum rate allowed under applicable law.

TRANSFER OF RIGHTS AND OBLIGATIONS

This Licence is binding on you and us, and on our respective successors and assigns.

You may not transfer, assign, charge or otherwise dispose of this Licence, or any of your rights or obligations arising under it, without our prior written consent.

We may transfer, assign, charge, sub-contract or otherwise dispose of this Licence, or any of our rights or obligations arising under it, at any time during the term of the Licence.

EVENTS OUTSIDE OUR CONTROL

We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations that is caused by events outside our reasonable control (Force Majeure Event).

A Force Majeure Event includes any act, event, non-happening, omission or accident beyond our reasonable control.

Our performance is deemed to be suspended for the period that the Force Majeure Event continues, and we will have an extension of time for performance for the duration of that period. We will use our reasonable endeavours to bring the Force Majeure Event to a close or to find a solution by which our obligations may be performed despite the Force Majeure Event.

WAIVER

If we fail, at any time during the term of this Licence, to insist upon strict performance of any of your obligations, or if we fail to exercise any of the rights or remedies to which we are entitled, this shall not constitute a waiver of such rights or remedies and shall not relieve you from compliance with such obligations.

A waiver by us of any default shall not constitute a waiver of any subsequent default.

No waiver by us of any of these terms and conditions shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing.

GENERAL

Any notice required or permitted to be given by either party to the other under these terms shall be in writing.

If any provision of these terms is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these terms and the remainder of the provision in question shall not be affected thereby.

[The terms are governed by the laws of England and the parties submit to exclusive jurisdiction of the courts of England.]

DISTANCE SELLING REGULATIONS

The provisions of Regulation 13(1) of The Consumer Protection (Distance Selling) Regulations 2000 (“the Regulations”) shall apply where the purchase to which these Conditions apply is made by a Buyer who is a consumer (being someone purchasing Publications outside the course of a business) who will therefore not be able to cancel this Contract under Regulation 10 of the Regulations once the Buyer has with the consent of the Seller commenced performing the Contract by starting to download a Publication.

ENTIRE AGREEMENT

These terms and any document expressly referred to in them represent the entire agreement between us in relation to the purchase of Training Courses, Training Materials and Documentation and supersede any prior agreement, understanding or arrangement between us, whether oral or in writing.

We each acknowledge that, in entering into these terms, neither of us has relied on any representation, undertaking or promise given by the other or be implied from anything said or written in negotiations between us prior to entering into these terms, except as expressly stated in these terms and conditions.

Neither of us shall have any remedy in respect of any untrue statement made by the other, whether orally or in writing, prior to the date of entering into these terms (unless such untrue statement was made fraudulently) and the other party’s only remedy shall be for breach of contract as provided in these terms and conditions.

OUR RIGHT TO VARY THESE TERMS AND CONDITIONS

We have the right to revise and amend these terms and conditions from time to time.

January 2015

Call Us: +971 (0) 4 343 3799