Sogeti Training Terms and Conditions

These Terms and Conditions for training courses (“Terms”) set forth the basis upon which Sogeti UK Ltd (“Sogeti”) will provide training courses ("Training") using Sogeti UK Ltd course materials at specified locations and times agreed with customer ("Customer") for delivery to Customer's designated delegates ("Delegates").

1.     Requests

Customer shall provide Sogeti with firm request for Training which shall include at a minimum the name of the Delegates, scheduled date, location and name of the requested Training. All requests are subject to Sogeti's acceptance. Training shall commence on the dates specified by Sogeti in its acceptance. All requests placed by Customer shall be governed by these Terms, and any terms set forth in Customer's ordering document in addition to or inconsistent with these Terms shall be of no force or effect. These Terms supersede all prior statements, representations, discussions, negotiations and agreements by the parties, both oral and written.

2.     Fees

Fees are payable within 30 days of the invoice date or 5 working days prior to the commencement of the Training, whichever is the sooner. Any overdue amounts shall be subject to an interest charge of 2% per month commencing on the date such amount becomes overdue. All payment must be made in pound sterling. The fees include tuition, all course documentation and materials, attendance certificate and refreshments at arrival, mid-morning and mid-afternoon. Accommodation, travel, breakfast, lunch and evening meals are not included.

3.     Responsibility of the Customer

Sogeti reserves the right to (i) refuse or limit any services for Training if a Customer or a Delegate fails to satisfy the requirements for a Training course prior to the start of such course, and (ii) refuse, limit or cancel any Training if a Customer or Delegate in the opinion of Sogeti has displayed unreasonable behaviour or is deemed to be threatening, abusive or disruptive. In such events no refund will be paid. Customer and Delegates agree that all facilities and equipment used during the Training shall at the end of the Training be in the same condition as initially provided, with the exception of expected wear and tear.

4.     Substitutions

If a Delegate is unable to attend the Training, a colleague employed by the same company may attend that course in his or her place, on the same date(s), at no extra charge. Substitutions of this kind must be in writing at least 24 hours before the commencement of the Training.

5.     Cancellations

There is no charge for cancellations made more than 4 weeks in advance of the commencement of the Training. 50% of the full Training fee is payable for cancellations made between 2 and 4 weeks before the commencement of the Training. After this the full Training fee is payable. All cancellations must be in writing.

6.     Transfers

In exceptional circumstances, and at the sole discretion of Sogeti, transfers to another presentation of the same course may be allowed, within the cancellation period as set out above, on payment of an administration charge of 5% (plus VAT) of the Training fee.  Under no circumstances will the normal cancellation fee by waived if such a transfer results in Sogeti having to cancel the initial Training because of insufficient delegates.

7.     IMPORTANT - special offers

From time to time Sogeti may offer special reduced prices and other offers on certain courses. In these cases NO REFUND WILL BE GIVEN in case of cancellation and NO TRANSFER TO ANOTHER PRESENTATION OF THE COURSE will be entertained.

8.     Examination resits

When the Training is followed by an ISEB or ISTQB examination, if a Delegate does not pass that examination after attending Sogeti's Training for the first time, Sogeti will invite the Delegate to attend the training elements (not including examination coaching) of the course once more and Sogeti will make no additional charge for this to the Customer. However to resit the examination the Customer or the Delegate must pay the applicable examination entry fee to the respective examination board. The second attendance to the Training may be made at the time of the Delegate's choice subject to availability. In case of low availability, priority will be given to delegates attending the Training for the first time.

9.     Intellectual property rights

Ownership of all copyright and other intellectual property rights in the Sogeti course materials, including any documentation, data, technical information and know-how provided to the Customer and/or Delegate as part of the Training remains vested in Sogeti or its affiliates or suppliers. All such information shall be held in confidence and may not be disclosed or copied to third parties, without Sogeti’s express written consent. Upon payment of all sums due, Sogeti will grant the Customer a non-exclusive, non-transferable license to use internally a single copy of the Sogeti course material for the sole benefit of each Delegate registered for Training.

If a third party claims that the course materials Sogeti provided to the Customer and/or Delegate infringe that party's patent or copyright, Sogeti will defend the Customer against that claim, at Sogeti’s expense, and pay all reasonable costs, damages, and attorney's fees that a court finally awards, provided that Customer (i) promptly notify Sogeti in writing of the claim, and (ii) allow Customer to control, and cooperate with Sogeti in the defence and any related settlement negotiations. If such a claim is made or appears likely to be made, the Customer agrees to permit Sogeti to enable the Customer to continue to use the course materials, or to modify or replace them. If Sogeti determines that none of these alternatives is reasonably available, the Customer agrees to return the course materials to Sogeti. Sogeti will then give Customer an appropriate credit for the returned materials. This is Sogeti entire obligation to the Customer and/or Delegate regarding any claim of infringement. Sogeti has no obligation regarding any claim based on the Customer and/or Delegate modification of course materials.

10.   Warranty

Sogeti warrants that its personnel are suitably qualified and experienced to perform Training. All Training, including any documentation, publications, software programs or code, and other information provided by or on behalf of Sogeti or its suppliers to the Customer or Delegate are furnished on an “as is” basis, without warranty of any kind, whether express, implied, statutory or otherwise especially as to quality, reliability, timeliness, merchantability, fitness for a particular purpose, usefulness, sufficiency and accuracy.

11.   Limitation of Liability

Sogeti and its suppliers will not be liable for any consequential, incidental, special or other indirect damages, such as lost profits, arising from these Terms. In the event that Sogeti fails to provide Training in accordance with these Terms, Sogeti's (and its subcontractors) entire liability and Customer's exclusive remedy for breach of these Terms shall be for Sogeti to use its reasonable efforts to re-perform the Training within a reasonable period of time; provided, that in the event Sogeti is unable to re-perform, Sogeti may elect to refund all payments actually received by Sogeti from Customer for the Training in question, in full satisfaction of Sogeti's obligations. Such refund, subject however to the payments referred to in Clause “Intellectual property rights” described above, shall constitute Sogeti's (and its subcontractors’) entire liability and Customer's exclusive remedy for such breach. In no event shall the aggregate liability for damages of Sogeti, its subcontractors, its employees and agents, arising from these Terms, whether by contract or tort, exceed the amounts Customer actually paid Sogeti.

12.   General

These Terms and any disputes or claims arising out of or in connection with its subject matter are governed by and construed in accordance with the law of England. Neither party shall be liable for any delay or failure to meet its obligations under these Terms due to circumstances beyond its reasonable control, including but not limited to war, insurrection, labour strikes, shortages, factory or other labour conditions, fire, flood, accident or illness of a Sogeti’s personnel. If any provision of these Terms should be held to be unenforceable or invalid for any reason, such unenforceability or invalidity shall not affect the enforceability or validity of the remaining provisions, and the parties will substitute for such provision an enforceable and valid provision that most closely approximates the intent and economic effect of the unenforceable or invalid provision. No modification to these Terms will be binding unless it is in writing and signed by an authorised representative of each party. Sogeti may use subcontractors to perform Training. No assignment is permitted by Customer under these Terms.

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