Terms of Use

Terms of Use

PLEASE READ CAREFULLY BEFORE BUYING HAILLOU TRAINING.

This is a legal agreement between you (Licensee or you) and haillou Training Inc. Canada Corporation number 1376160-6 (Licensor or we) for your purchase of haillou training and training materials ("Training Courses" and "Training Materials" respectively), which includes online documentation (Documentation).

By purchasing haillou training, 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 Courses, Training Materials or Documentation to you and you must discontinue the purchasing process now.

1. THE PRODUCT

We describe our product as Virtual Instructor Led Training meaning delegates are required to login to a virtual class where an instructor delivers the training.

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

2. THE SALE

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

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

3. THE LICENSE

You may receive and possess the Training Materials associated with the relevant Training Course 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 license provided that only the delegate of the relevant Training Course may make such use of them.

4. LICENSEE'S UNDERTAKINGS

Except as expressly set out in this License 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 License;
to include the copyright notice of haillou 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;

5. CANCELLATION OF TRAINING COURSES

If you would like to cancel a Training Course: - A request for cancellation must be made no later than 10 working days prior to the Training Course start date. We will only consider cancellation requests that are made in writing. We are under no obligation to accept your cancellation request. Cancellation requests will not be considered if a delegate fails to attend a Training Course.

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.

6. CONFIDENTIALITY

6.1 With regard to any materials that the Licensee may produce to the Licensor during a Training Course pursuant to the curriculum of that Training Course (the “Projects”), The Licensor shall:

a. keep confidential all know-how, including commercial and financial information, that is of a confidential nature, disclosed by the Licensee to the Licensor in a Project;

b. not publish Projects without the express prior written consent of the Licensee; and

c. disclose know-how, and any other confidential information in Projects, only to those persons necessary for the purposes of the relevant Training Course and only to the extent necessary for the proper performance of their duties.

6.2 The Licensor shall procure that the obligations in clause 6.1 are observed by its employees, officers and agents.

6.3 The Licensor shall notify the Licensee immediately if it becomes aware of any disclosure in breach of the obligations in this clause 6. At the request of the Licensee, the Licensor will take all such steps as are necessary to prevent further disclosure.

6.4 The provisions of this clause 6 shall not apply to:

a. any Project that is required to be disclosed to any third party pursuant to the curriculum of the Training Course in which it was produced and the Licensee was aware of this requirement at the time of presenting the Project to the Licensor;

b. any information which is in the public domain at the date of the presentation of the Project to the Licensor, or which subsequently comes into the public domain other than by breach of this clause 6; or

c. any information already in the possession of the Licensor at the date of presentation of the Project, other than under an obligation of confidentiality; or

d. any information obtained without any obligation of confidence from a third party that is not in breach of this Clause 6.

6.5 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.

7. INTELLECTUAL PROPERTY RIGHTS

You acknowledge that all intellectual property rights in the Training Materials and the Documentation anywhere in the world belong to the Licensor, that rights in the Training Materials and the Documentation are licensed (not sold) to you, and that you have no rights in, or to, the Training Materials or the Documentation other than the right to use them in accordance with the terms of this License.

8. LICENSOR'S LIABILITY

Nothing in this License 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 License 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;

Subject to what is provided above, the Licensor's maximum aggregate liability under or in connection with this License, or any collateral contract, whether in contract, tort (including negligence) or otherwise, shall be limited to a sum equal to $100 (CAD).

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

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 License.

9. TERMS OF PAYMENT

Payment is managed by teach:able (the School) and can only be made using an authorized method. By agreeing to haillou Training Inc. Terms of Use you are also agreeing to the Terms of Use and Privacy Policy set out by the School.

10. TERMINATION

We may terminate these Terms of Use and your access to Training Courses, Training Materials and Documentation if you fail to comply with any provision of these Terms of Use. To the extent permitted by applicable law, the disclaimers, limitations on liability, termination, interpretative provisions, and indemnities shall survive any termination of these Terms of Use. We shall not be required to refund to you any amounts prepaid, if any, for Training Courses, Training Materials and Documentation, if we have terminated your use of Training Courses, Training Materials and Documentation for breach of these Terms and Conditions. We may also terminate your access to Training Courses, Training Materials and Documentation without notice at any time for any reason whatsoever, and any fees or charges paid by you in advance, if any, shall be refunded only for Training Courses that have not yet been provided.

Upon termination for any reason:

all rights granted to you under this License shall cease;
you must cease all activities authorized by this License; 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.

11. TRANSFER OF RIGHTS AND OBLIGATIONS

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

You may not transfer, assign, charge or otherwise dispose of this License, 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 License, or any of our rights or obligations arising under it, at any time during the term of the License.

12. 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.

13. WAIVER

If we fail, at any time during the term of this License, 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.

14. 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.

15. JURISDICTION

haillou Training Inc. is run from a site located in Ontario, Canada. You acknowledge and agree that your use of the Training Course, Training Materials and Documentation, and all of the communications, transmissions and transactions associated with haillou shall be deemed to have occurred in the Province of Ontario, Canada. You agree that these Terms of Use shall be exclusively governed by, construed and interpreted in accordance with the laws of the Province of Ontario, Canada and that federal laws of Canada applicable therein and that the law of the Province of Ontario is the proper law. You irrevocably attorn to the exclusive jurisdiction of the courts of the Province of Ontario in respect of all matters and disputes arising hereunder.

You expressly agree that, in the event that there is a dispute under these Terms of Use and such dispute is to be resolved in a court of law, such dispute shall not be resolved by jury trial and you hereby waive any right to trial by jury.

16. 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 of Use.

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 of Use.

17. OUR RIGHT TO VARY THESE TERMS OF USE

We have the right to revise and amend these Terms of Use from time to time.