Terms & Conditions

Last revised: 12th October 2016

These are the terms of business upon which specialized.cytech.training of 20975 Rue Daoust, Sainte-Anne-de-Bellevue, Quebec, H9X 0A3, CANADA (referred to as "Specialized Canada Inc.") will undertake the provision of training services for any client (referred to as "the Client").

1. APPLICATION OF TERMS

These General Terms and Conditions of Specialized Canada Inc. shall govern and be incorporated into every contract for training or other services (collectively referred to as "Services") made by Specialized Canada Inc. with any Client to exclusion of all other terms and warranties and represents the only terms upon which Promech trades notwithstanding any terms that may be contained in any order or other form of the Client.

Acceptance by the Client of Services shall be deemed to constitute acceptance of these terms and conditions and subsequent services shall be subject to these conditions.

Any exclusion, waiver or variation of these Terms and Conditions may only be made in writing, signed by the proprietor of Specialized Canada Inc.

2. QUOTATIONS AND PRICES

Any estimate, quotation or Specialized Canada Inc. price list shall constitute an invitation to treat. Any order placed by a Client shall constitute an offer, which Specialized Canada Inc. may accept or decline.

Except for current quotations which remain valid for 30 days, all prices will be those ruling at the date of delivery of the Services.

All prices are exclusive of value added tax and any other similar taxes and duties which will be paid by the Client in addition, at the prevailing rate at the date of invoice.

3. PAYMENT

Specialized Canada Inc. requires 25% non refundable deposit on receipt of invoice with the balance being due one month before course commences, unless stated otherwise on the invoice.

If credit facilities are granted, this is strictly on the basis that payment is received by Specialized Canada Inc. to the address quoted on the invoice within 14 days of the date of the invoice. Credit facilities may be withdrawn if this condition is not observed.

Time of payment is of the essence and Specialized Canada Inc. reserve the right to claim statutory interest at 8% above the Bank of England base rate at the date any invoice becomes overdue in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.

Non-payment by the due date will entitle Specialized Canada Inc. to suspend performance of Services until payment of default is made good without notice and without liability for delay caused.

4. CONFIDENTIALITY

The Client and Specialized Canada Inc. each agree to keep confidential and not to disclose to any third party any information (excluding information which is or becomes public knowledge other than as a result of a breach of these Business Terms) relating to the business or trade secrets of the other ("Confidential Information"), or to make use of any such Confidential Information for any purpose other than in connection with the Services or as required by law.

5. REMEDIES AND LIABILITIES

The Client agrees to give Specialized Canada Inc. a reasonable opportunity to remedy any failure or shortcoming in the provision by Specialized Canada Inc. of the Services or deliverables to the Client, including, without limitation, any failure to achieve specified service levels. Specialized Canada Inc. undertakes, at its expense, to use all reasonable efforts to implement such remedy as soon as reasonably practicable after any such failure or shortcoming is identified and reported to it by the Client in writing.

Specialized Canada Inc. accepts liability to the extent that it results from the negligence of Specialized Canada Inc. and its employees for:

  • Death or injury without limit; and
  • Physical damage to or loss of the Client's tangible property up to a maximum amount equivalent to £100,000 in respect of each incident or series of connected incidents.

In respect of liability which is not within the scope of the previous paragraph Specialized Canada Inc.'s total liability under or in connection with the Project (whether in contract, tort or otherwise) shall not exceed in aggregate 100% of the total fees received by Specialized Canada Inc. in respect of the Services.

Specialized Canada Inc. will not be liable (whether in contract, tort (including negligence) or otherwise) for any indirect, incidental, punitive or consequential loss, damage, cost or expense of any kind whatsoever and howsoever caused or any loss of production, loss of or corruption to data, loss of profits or of contracts, loss of operation time, loss of goodwill, loss of anticipated savings or wasted management time, even if Specialized Canada Inc. has been advised of their possibility.

Specialized Canada Inc. will not be liable for any loss, damage, cost or expense whatsoever and howsoever caused arising from any fraudulent act, misrepresentation or default on the part of the Client, its directors, employees, agents and other contractors.

6. INFRINGEMENT OF COPYRIGHT

Specialized Canada Inc. will indemnify and defend at its own expense any third party claim that any deliverable provided as part of the Services infringes any UK copyright provided that Specialized Canada Inc. is given notice and allowed conduct of the defence of the claim, including any settlements at its discretion and subject to the Client giving such assistance as Specialized Canada Inc. may reasonably require.

The indemnity set out in the paragraph above will not apply if the infringement is as a result of information, documents or items supplied by the Client or if the Client modifies or misuses the deliverables or fails to use enhancements or modifications offered by Specialized Canada Inc. to avoid infringement. The indemnity in the paragraph above constitutes the Clients sole and exclusive remedy and Specialized Canada Inc.'s entire liability with respect to the Services infringing third party rights of any kind.

7. INTELLECTUAL PROPERTY RIGHTS

The copyright and all other proprietary rights existing now or in the future in all documentation and other materials as well as in any idea, method, invention, discovery, design, concept or other work ("the Works") arising from Specialized Canada Inc.'s performance of the Services (whether conceived or developed individually or jointly with the Client and others) shall belong to and be the absolute property of Specialized Canada Inc.

The Client acknowledges that in the course of its performance of the Services Specialized Canada Inc. may use products, materials or methodologies proprietary to Specialized Canada Inc. or a third party or Specialized Canada Inc. may produce proprietary materials or methodologies that are not part of the deliverables.

8. FACILITIES

Where any of Specialized Canada Inc.'s personnel work at the Client's premises, Client will provide such personnel with suitable accommodation with full and free access to all necessary facilities. The Client is responsible for the provision of suitable environmental conditions, including electrical supplies at its premises and for ensuring that the working environment complies with all applicable Health and Safety Regulations.

9. CANCELLATION AND POSTPONEMENT

The Client accepts that Specialized Canada Inc. will allocate staff and resources to perform the Services at the times agreed with the Client and cancellation or postponement will affect Specialized Canada Inc.'s schedules and ability to use its staff and resources cost effectively.

Postponement of fixed arrangements may be made without additional charge where the postponement is notified in writing more than 28 days prior to such fixed date.

Postponement of fixed arrangements made less than 28 and more than 14 days before such fixed date will incur a postponement charge of 50% of the charges for the work to be carried out on the fixed date.

Postponement of fixed arrangements 14 days or less before the fixed date will incur a postponement charge of 100% of the charge for work to be carried out on the fixed date.

The Client may at any time make substitutions for attendees on training courses subject to notifying Specialized Canada Inc.

Cancellation of any confirmed order will incur a cancellation charge of 100% of the price for such order.

10. FORCE MAJEURE

Neither Specialized Canada Inc. nor the Client will be liable for any delay in performing or failure to perform their obligations if such failure or delay is as a result of causes outside the reasonable control of the responsible party.

11. RECRUITMENT OF PERSONNEL

The Client will not for the duration of the Services and for a period of 6 months after conclusion of the Services (for whatever reason) directly or indirectly solicit for employment, nor offer employment to, nor enter into any contract for services with any person who, at the time of such action or during a period of 6 months immediately preceding such action, carried out work for Specialized Canada Inc. in connection with the Services.

12. SEVERANCE

If any provision in these terms shall in whole or in part be held to any extent to be illegal or unenforceable under any enactment or rule of law then such provision shall to that extent be deemed not to form part of this agreement and the enforceability of the reminder of this agreement shall not be affected.

13. APPLICABLE LAW

These Terms and Conditions will be governed by and construed in accordance with the laws of England and Wales and will be subject to the exclusive jurisdiction of the English Courts.