1. APPLICATION
1.1 These terms and conditions (the Terms and Conditions) shall apply to the provision of the Training by InnKick to the Customer
2. DEFINITIONS AND INTERPRETATION
2.1 In these Terms and Conditions, unless the context otherwise requires, the following expressions shall have the following meanings:
Agreement: together (i) these Terms and Conditions; and (ii) the Order signed by the Customer.
InnKick: InnKick, whose offices are located at Route Du Velodrome 26, 1228 Plan-les-Ouates, Geneva, Switzerland.
Charges: the charges payable by the Customer for the Training in accordance with clause 6, as further detailed in the Order.
Delegate(s): an individual or representative scheduled by the Customer to attend the training.
Confidential Information: the information of a disclosing party (whether in oral, written, or electronic form) which is of a non-public and confidential nature, including (i) the contents of the Agreement and any other agreement or arrangement contemplated by the Agreement, (ii) information relating to the technical processes, computer software, technology, and systems, or security systems of the disclosing party, and (iii) any information which is expressly indicated to be confidential, or is imparted by the disclosing party, in circumstances which any reasonable commercial person would be expected to regard as confidential including information concerning the disclosing party’s business operations or affairs, research and development efforts, inventions, know-how, drawings, models, products, processes, techniques, equipment, marketing, market opportunities, plans, intentions, relationships with suppliers and customers, finances, personnel, computer software, and algorithms.
Customer: the person or firm who purchases the Training from InnKick, as detailed in the Order.
Data Protection Legislation: all applicable data protection and privacy legislation, regulation and guidance including: Regulation (EU) 2016/679 (the “General Data Protection Regulation” or the “GDPR”), the Privacy and Electronic Communications (EC Directive) Regulations 2003; any guidance or codes of practice issued by any data protection regulator from time to time, and any corresponding or equivalent national laws or regulations relating to processing of personal data and privacy in any jurisdiction relating to the processing of personal data (each as amended, updated or re-enacted from time to time);
Intellectual Property Rights: any current and future intellectual property rights, including:
(a) copyrights, trade marks, trade names, domain names, rights in logos and get-up, inventions, confidential information, trade secrets and know-how including commercial know-how, design rights, patents, utility models, semi-conductor topographies, all rights of whatsoever nature in computer software and data, rights in databases, privacy rights; and
(b) all intangible rights and privileges of a nature similar, analogous or allied to any of the above;
in every case in any part of the world and whether or not registered, including in relation to the above: (i) all granted registrations and all applications for registration; (ii) all renewals, reversions or extensions; (iii) the right to sue for damages for past infringement; and (iv) all forms of protection of a similar nature which may subsist anywhere in the world.
Personal Data: has the meaning given to it in the Data Protection Legislation.
Order: the proposal document sent by InnKick to the Customer, following an indication by the Customer that it wishes to obtain training services from InnKick, setting out the details of the Training to be provided and the basis upon which InnKick proposes to provide it.
Processing: has the meaning given to it in the Data Protection Legislation.
Training: the training to be supplied by InnKick to the Customer as described in the Order.
Training Materials: any materials or documents provided by InnKick as part of the Training.
2.2 A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.
3. BASIS OF THESE TERMS AND CONDITIONS
3.1 These Terms and Conditions apply to all Agreements with the Customer.
3.2 These Terms and Conditions apply to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
3.3 Any descriptive material or advertising issued by InnKick, and any descriptions contained in InnKick’s brochures or on its website, are issued or published for the sole purpose of giving an approximate idea of the Training described in them. They shall not form part of these Terms and Conditions nor have any contractual force.
3.4 Any Order is only valid for acceptance for a period of 30 days from its date of issue.
4. SUPPLY OF THE TRAINING
4.1 InnKick shall provide the Training using reasonable skill and care.
4.2InnKick reserves the right to amend the Agreement if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Training, and InnKick shall notify the Customer in any such event.
4.3 Notwithstanding the above sub-clauses, InnKick reserves the right, acting reasonably, to cancel Training at any time, without incurring additional liability to the Customer or any Delegates. In such circumstances, InnKick will offer (at its sole discretion) alternative dates, a full refund, or a credit note.
5. CUSTOMER’S OBLIGATIONS
5.1 The Customer shall:
(a) co-operate with InnKick in all matters relating to the Training;
(b) provide InnKick, its employees, agents, consultants and subcontractors, with any information which may reasonably be required by InnKick in the organisation of the Training, including, but not limited to, details in respect of the Delegate(s) and ensure that such information is complete and accurate in all material respects; and
(c) where Training is being delivered at its premises, provide InnKick with (i) access, training space and any equipment necessary for the delivery of the Training; and (ii) such facilities as are reasonably notified to the Customer in advance.
6. CHARGES AND PAYMENT
6.1 The Charges shall be set out in the Order.
6.2 The Charges shall be payable as follows:
Amount of Charges (%) Due Date for Payment
10% At the time of the Order. This is a non-refundable deposit.
40% 14 days prior to the start date of the Training.
50% On completion of the Training.
6.3 InnKick shall invoice the Customer and Customer shall pay any such invoice by the due date for payment, as set out above.
6.4 Failure by the Customer to pay any Charges when they fall due may (at InnKick’s discretion) result in:
(a) the Delegate(s)’ place on the Training being withdrawn; and/or
(b) InnKick ceasing to provide the Training.
6.5 Without prejudice to any other right or remedy that it may have, if the Customer fails to pay InnKick any sum due under this Agreement on the due date the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each day at 4% a year above the base rate of Euribor from time to time in force.
6.6 All sums payable to InnKick under this Agreement:
(a) are exclusive of VAT, and the Customer shall in addition pay an amount equal to any VAT chargeable on those sums on delivery of a VAT invoice; and
(b) shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
7. CANCELLATION AND AMENDMENTS TO TRAINING DATES
7.1 The Customer may cancel Training not less than 30 days’ prior to the start of the Training by notice in writing to InnKick. 50% of the total Charges shall be payable in the event of any such cancellation (less any amounts already received).
7.2 The full Charges shall be payable in the event of any cancellation less than 30 days prior to the start date of the Training.
7.3 If a Customer or Delegates fail to attend all or part of any Training, full payment of the Charges shall be required.
7.4 Where the Customer wishes to amend the dates of the Training, InnKick shall use reasonable endeavours to accommodate any such request and shall, where possible, mutually agree alternative date(s) with the Customer which shall be no more than 12 months after the original Training date. InnKick does not guarantee that alternative dates will be available. Where alternative dates for the Training have been agreed and subject to compliance with clause 15, in addition to any outstanding Charges, the Customer shall pay InnKick any costs and expenses that it cannot recover in relation to the original date(s) for the Training.
8. INTELLECTUAL PROPERTY RIGHTS
8.1 All Intellectual Property Rights in or arising out of or in connection with the Training, including any associated Training Materials shall be owned by InnKick.
8.2 No reproductions, scans or copies (wholly or in part) shall be made of the Training Material without the prior written consent of InnKick.
9. PERSONAL DATA
9.1 Each party warrants that for the purposes of this Agreement it shall comply with the provisions of the Data Protection Legislation, including without limitation that it:
(a) shall comply with any request or notice it receives from a data subject in its capacity as a data controller;
(b) shall have in place appropriate technical and organisational security measures against unauthorised or unlawful Processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data and shall take all reasonable steps to ensure the reliability of its personnel who have access to such Personal Data and to impose obligations of confidentiality upon such personnel and to ensure that such personnel are aware of their responsibilities under the Data Protection Legislation;
(c) shall inform the other party as soon as reasonably practicable of the discovery of any actual or suspected data-breach relating to the Processing of Personal Data in connection with this Agreement;
(d) shall, except to the extent prohibited by applicable law, inform the other party if: (i) it receives a complaint from a data subject and in such event it shall consult with the other party in good faith as to the timing, manner and content of any response to a complaint from a data subject; or (ii) it is approached by any regulatory body with regard to compliance with Data Protection Legislation in connection with the Agreement.
10. LIMITATION OF LIABILITY
10.1 Notwithstanding any other provision of the Contract, the liability of the parties shall not be limited in any way in respect of the following:
(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation;
(c) any other losses which cannot be excluded or limited by applicable law.
(d) any losses caused by wilful misconduct.
10.2 Subject to clause 10.1, InnKick shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation or otherwise for any loss of profits, loss of business, loss of income, loss of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising;
10.3 InnKick’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise, arising in connection with the Agreement shall be limited to the total Charges paid for the Training.
10.4 Except as set out in these Terms and Conditions, no warranties or representation are given by InnKick and all warranties, representations, terms and conditions, whether express or implied by statute, common law or otherwise are excluded to the fullest extent permitted by law.
10.5 This clause 10 shall survive termination of the Agreement.
11. CONFIDENTIALITY
11.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under the Agreement. A party’s Confidential Information shall not be deemed to include information that:
(a) is or becomes publicly known other than through any act or omission of the receiving party;
(b) was in the other party’s lawful possession before the disclosure;
(c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
(d) is independently developed by the other party, which independent development can be shown by written evidence.
11.2 Subject to clause 11.3, each party shall hold the other’s Confidential Information in confidence and not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than the implementation of the Agreement.
11.3 A party may disclose Confidential Information to the extent such confidential information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 11.3, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
11.4 The Customer acknowledges that its information may be used by InnKick on an anonymous basis without limitation including compiling and publishing reports.
11.5 The provisions of this clause 11 shall survive termination of the Agreement.
12. TERMINATION
12.1 Without affecting any other right or remedy available to it, either party to the Agreement may terminate it with immediate effect by giving written notice to the other party if:
(a) the other party commits a material breach of any term of the Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach after being given 14 days written notice specifying the breach and requiring it to be remedied;
(b) the other party takes any step or action in connection with its entering administration, provisional liquidation, bankruptcy or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction; or
(c) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business.
12.2 Without affecting any other right or remedy available to it, InnKick may terminate the Agreement with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Agreement within 14 days of the due date for payment.
13. CONSEQUENCES OF TERMINATION
13.1 On termination of the Agreement:
(a) the Customer shall return any of the Training Materials which have not been fully paid for; and
(b) any provision of the Agreement that expressly or by implication is intended to come into or continue in force on or after termination of the Agreement shall remain in full force and effect.
13.2 Termination of the Agreement shall not affect any of the rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination.
14. FORCE MAJEURE
14.1 InnKick shall have no liability to the Customer under the Agreement if it is prevented from or delayed in performing its obligations under the Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, fire, flood, storm, third party strike or other labour trouble not related to InnKick, the intervention of any government authority, riot, war or hostilities between any nations, rebellion, accident, acts of God, pandemic or epidemic or default of suppliers or sub-contractors, provided that the Customer is notified of such an event and its expected duration.
14.2 In the event of a Force Majeure preventing the provision of any Training scheduled to be in person, InnKick shall, where feasible, offer the Customer the option of online training.
15. VARIATION
15.1 Subject to clause 4.3, no variation of the Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
16. WAIVER
16.1 No failure or delay by a party to exercise any right or remedy provided under the Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
17. SEVERANCE
17.1 If any provision or part-provision of the Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Agreement.
18. ENTIRE AGREEMENT
18.1 The Agreement shall constitute the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
19. ASSIGNMENT AND SUBCONTRACTING
19.1 The Customer shall not, without the prior written consent of InnKick, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Agreement.
19.2 InnKick may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Agreement.
20. NO PARTNERSHIP OR AGENCY
20.1 Nothing in the Agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
21. NOTICES
21.1 Any notice required to be given under the Agreement shall be in writing and shall be delivered by hand or sent by post or email to the other party at its address set out in the Agreement, or such other address as may have been notified by that party for such purposes.
21.2 A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent email shall be deemed to have been received at the time of transmission (as shown by the time sent in respect of an email).
22. GOVERNING LAW
22.1 The Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of Switzerland.
23. JURISDICTION
23.1 Each party irrevocably agrees that the courts of Switzerland shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Agreement or its subject matter or formation (including non-con