Training Services Terms and Conditions
Between Corporate Prime Solutions Inc. (“LearnCPSI”) and the Client. Revision Date July 2024.
By clicking on the "Confirm” button on our checkout page, you agree to these terms and conditions which will bind you and (if you are an employer) your employees.
1.0 Confidentiality and Intellectual Property
1.1 LearnCPSI shall keep all information obtained from the Client confidential during the performance of the services and shall not disclose such information unless LearnCPSI obtains written consent from the Client or such disclosure required by law or the information is publicly available.
1.2 LearnCPSI will utilize a secured data storage located in Canada through a third-party cloud platform that will be used in the performance of the service.
1.3 The foregoing confidentiality obligations undertaken by LearnCPSI shall similarly apply to LearnCPSI personnel and subcontractors rendering Services pursuant to or in connection with this Agreement (the “Services”).
2.0 Training Services of LearnCPSI
2.1 LearnCPSI will provide the Training Services to the Client. LearnCPSI reserves the right to change the course content of a training course at its discretion at any time without notice.
2.1.1 **Intellectual Property Rights of the Training Materials **- LearnCPSI is the owner of the intellectual property rights of all training materials. The training materials are licensed (not sold) to you as a Client for your exclusive, non-transferable use only in accordance with the Agreement. You as a Client must comply with the terms of license for the training materials provided to you by LearnCPSI. Without the prior written consent of LearnCPSI, you agree not to copy them, give any right over them to a third party, change the content or design of them in any way, or add them to another document. Copyright notice. If LearnCPSI consents to your copying the training materials, you will include a copyright notice identifying LearnCPSI as the copyright holder on all copies (or extracts of copies) that you may make.
3.0 Service Deliverables
3.1 As per this Proposal of Service, LearnCPSI will deliver to the Client.
3.1.1 Training Materials. Access to training materials, workshops, and exercises.
3.1.2 Training Certificates. Accredited training certificates will be issued upon successful completion of the course.
3.1.3 Training. Knowledge transfer.
3.1.4 Value added services and feedback
4.0 Service Change Order Process
4.1 During the engagement, either party may request a change including additions, deletions, or modifications to the services, scope or timeline as described herein. Upon request for a change, LearnCPSI will prepare and submit a service change order (the “Service Change Order”) to the Client describing the changes and including, as applicable. the impact to fees, timeline, and deliverables. The Service Change Order must be in writing and signed by both parties prior to implementation of the change requested. If during the course of the engagement other services, third-parties, or locations are added to the scope, the Service Change Order may be required, and additional fees may apply.
5.0 Project Team Composition
5.1 Only qualified and approved tutor shall be assigned for our trainings.
5.2 LearnCPSI reserves the right to appoint the tutor. If the Client objects to the tutor, LearnCPSI will appoint a different tutor reasonably acceptable to the Client.
6.0 Fees, Payment, Taxes, and Invoicing
6.1 Fees. The Client agrees to pay LearnCPSI the Total Training Fees plus applicable taxes.
6.2 Online Payment. Our website accepts online payments through Credit Card. We are aware of the importance in ensuring a secure online payment experience, for which reason we use reliable third-party service providers such as Stripe and other payment gateways.
LearnCPSI do not collect, store, or process any credit card information. LearnCPSI holds itself not liable to payments processed via Credit Card or any other payment gateways used on our website for payments.
6.3 Wire Transfer. The Client can pay by wire transfer based on the bank account details provided by LearnCPSI. The Client is responsible for any fees charged by your bank for the wire transfer.
6.4 Invoice. The Client shall pay each invoice within 30 days from the date of the invoice. The Client will be billed by LearnCPSI for the full amount prior to the training commencement and shall pay the invoice in full before the training commencement.
6.5 Taxes. Applicable in Canada, the Client understands and agrees that all fees are subject to the Goods and Services Tax (GST 5%) and may be subject to other taxes imposed by the government.
6.6 Invoicing. All invoices that are not paid within 30 days from the date of the invoice will be subject to an annual simple interest of 12%.
7.0 Cancellation
7.1 The Client may cancel their involvement in Public Training on 30 days notice to LearnCPSI. Cancellations must be provided in writing to sales@onecpsi.com. If a Client or attendees fail to attend all or part of any Training, full payment of the charges shall be required.
7.2 LearnCPSI reserves the right to cancel any Public Training should the minimum required number of attendees is not met. The Client will be notified within 14 days of the start date of the training.
7.3 If the tutor is unable to perform or deliver the service due to illness or other unforeseen medical reasons, LearnCPSI must notify the Client as soon as reasonably as possible, ideally at least 14 days before the scheduled session.
LearnCPSI will make reasonable efforts to provide a replacement tutor or to reschedule the affected sessions at a mutually convenient time.
8.0 Other terms and conditions
8.1 Resolution of Disputes and Limitation of Damages.
8.1.1 All disputes that may arise between the Client and LearnCPSI shall be governed by the laws of the Province of British Columbia and the federal laws of Canada.
8.1.2 The Client and LearnCPSI will attempt to resolve their disputes by negotiations. If the negotiations fail, the client and LearnCPSI shall attorn to the exclusive jurisdiction of the courts located in Vancouver, British Columbia, Canada.
8.1.3 LearnCPSI shall not be liable for any action taken or omitted to be taken by it under or in connection with this Agreement, except for losses caused by its bad faith, wilful misconduct or gross negligence.
8.1.4 LearnCPSI shall not be liable to any event or circumstance beyond the reasonable control of a party that prevents or delays the performance of their obligations under this Agreement. Such events include, but are not limited to, natural disasters (e.g., earthquakes, floods, hurricanes), acts of war, terrorism, civil unrest, pandemics, government regulations, and other unforeseeable and unavoidable events.
8.1.5 Notwithstanding any other provision of this Agreement, LearnCPSI’s liability shall be limited, in the aggregate, to the amount of fees paid by the Client to CPSI under this Agreement in the twelve (12) months immediately prior to LearnCPSI receiving the first notice of claim.
8.2 Term and Termination
8.2.1 The Client can terminate this agreement by providing a 30-day written notice of termination to sales@onecpsi.com. This section does not release the Client from its obligation to pay LearnCPSI in full for all work performed by LearnCPSI for the period until the notice of Termination is delivered to LearnCPSI.
8.2.2 LearnCPSI can terminate this Agreement for good cause which includes:
8.2.2.1 Failure to pay LearnCPSI’s invoices on time; and
8.2.2.2 Failure to cooperate with LearnCPSI during Consulting, Assessments, or Training Services.
8.2.3 Either party can terminate this Agreement for material breach.