General conditions

1. Definitions

Agreement: Means the terms and conditions, depending on the type of Training Services, the Order Form, Linalis acceptance of the Order Form and the Proposal.

Linalis: Means Linalis Sàrl, Swiss based company, provider of Training Services, located at 27 chemin du Pré-Bouvier, 1217 Meyrin, Switzerland.

Client. Means the client identified int he Order Form or the Proposal.

Contract parties. Means Client and Linalis.

Order Form. Means the Order Form and terms and conditions issued to the Client by Linalis or obtained by the Client from Linalis website, the latest being applicable only for standard Training Services.

Fees. Means the charges/ fees  for the Training Services set out in the Order Form or in the Proposal.

Dates for the Training Services. Means the dates upon which the Training Services are to take place as set out in the Order Form or the Proposal.

Delegate(s). Means the numbers of the Client's staff who are to receive the Training Services as set out in the Order Form or the Proposal.

Expenses. Means expenses incurred in respect of travel and accommodation wholly and necessarily for the purposes of the Agreement as may be identified in a Proposal.

Personal Data. Means the data which relates to a living individual who can be identified from that data or from that data and other inFormation and which is provided to Linalis by the Client.

Proposal. Means the proposal for Training Services and these terms and conditions (which is applicable only for bespoke Training Services)

Trainer. Means the person delivering the Training Services.

Training Location. Means the place at which the Training Services are to be provided by Linalis as set out in the Order Form or the Proposal.

Training Services. Means the training services set out in the Order Form or the Proposal.

2. General Scope of application and Registration

2.1 Linalis Sàrl provide Training Services

2.2 An Order Form consitutes an offer by the client to participate in the Training Services specified in such Order Form. Such offer shall not be deemed to be accepted by Linalis unless and until Linalis expressly confirms acceptance in writing.

2.3  Entire Agreement. This Agreement is the Client and Linalis 's agreement relating to its subject matter. It supersedes all prior or contemporaneous oral or written communications, proposals, conditions, representations, and warranties, and prevails over any conflicting or additional terms of any quote, order, acknowledgment, or other communication between the parties relating to its subject matter during the term of this Agreement.

2.4 No variation to the Order Form and the Proposal shall be binding unless agreed in writing between the authorized representatives of Linalis and the Client. For the avoidance of doubt, no variation to the Order Form agreed via telephone shall be binding unless confirmed in writing to the Client by Linalis.

2.5  Invalidity. In case one or more of the provisions of this Agreement will be held invalid, illegal or unenforceable in any respect for any reason, the same will not affect any other provision in this Agreement, which will be construed as if such invalid or illegal or unenforceable provision had not been contained in this Agreement.Notices.

3. Training Services and Location

3.1 Linalis shall provide the Training Services on the Dates for the Training Services and in accordance with the Terms and Conditions.

3.2 Up until 72 hours before the Training Servcies are due to commence, Linalis may by notice in writing alter the Training Location provided that the new location is within the same city as the original location.

3.3 In order to provide good quality training, our classes will have a minimum of 3 Delegates and a maximum of 14 Delegates.

4. Transfers, Cancellation and Postponement

4.1 If a Delegate identified in a Order Form or a Proposal wishes to cancel or transfer to another course, the following Fees shall be due :

4.2 A substitue Delegate may be provided at no cost.

4.3 Notification of any cancellation or transfer must be made in writing to Linalis.

4.4 Client may transfer a nominated Delegate to another scheduled date for the relevant Training Services provided that Linalis' written consent is first obtained at least ten (10) business days (or such shorter period as Linalis may accept) prior to the scheduled Training Services commencement date.

4.5 Linalis reserves the right to cancel or re-arrange any allocated dates for Training Services at any time and for any reason. If a course is not rearranged by Linalis in agreement with the Client, Linalis shall provide the Client with a full refund of the relevant Fees paid by the Client for the cancelled Training Services.

5. Fees and Payment

5.1 The Fees for Training Services are exclusive of Value Added Tax.

5.2 The Fees for Training Services shall be due upon booking and shall be paid within 5 (five) days prior the Training Services starts.

5.3 The Fees for Training Services which are subject to a Proposal and related Expenses shall be due upon completion of the Training Services and payable within 30 days of the date of Linalis 'invoice.

5.4 Fees include standard documentation appropriate to the relevant Training Services.

5.5 For Training Services delivered at the Client's premises, Linalis 's reasonable expenses shall be chargeable at cost in addition to the specified Training Services.

5.6 The time period scheduled for each Training Services allows for breaks, questions on aspects of the Training Services content ;  however, should the Training Services content be completed within the allocated time period resulting in an early finish, no adjustment will be made by Linalis to the Training Services Fees.

5.7 Unless otherwise agreed in writing by Linalis and the Client, the Client shall pay the Training Services :

a) at least 5 days prior to the relevant Training Services  commencement date or :
b) if the relevant course commencement date is within 5 days of the relevant Training Services commencement date, Fees are due immediatly.

5.8 Failure by the Client to pay the Fees on due date shall constitute a breach of this Agreement and such Fees due shall attract interest at the prime lending rate charged by Linalis' bankers on commercial overdraft facilities.

5.9 The Client may not make any deduction for its own claims from Linalis Billings.

6. Duties of the Client

6.1 Client shall ensure that Delegate shall have adequate competence, knowledge and skill to interpret and benefit from the Training Services provided with Linalis.

6.2Linalis reserves the right to exclude Delegate from any Course due to Delegate's disorderly misconduct or failure to fulfil the prerequisites as published by Linalis or otherwise notified to the Client. The relevant Fees shall remain payable by the Client in such circumstances.

6.3 In relation to Training Services to be delivered by Linalis on the Client's premises, the Client is responsible for ensuring that all reasonable and necessary facilities (including but not limited to the adequate provision of suitable accommodation, hardware, software and other reasonable requirements pre-notified by the Client) are fulfilled and maintained throughout the duration of each Training Services.

6.4  The Client is responsible for advance notification to Linalis of any special requirements relating to the Delegate. Linalis will endeavour to accommodate such notified needs if it is considered both reasonable and practical to do so.

6.5 The Client shall ensure that it has in place all necessary consents in connection with Personal Data to allow Linalis at all times to perform the Training Services without infringing any third party rights. Linalis shall not be liable to perform the Training Services to the extent it is unable to due to a breach of this Clause.

7. Travel and expenses

7.1 The Client is responsible for all travel arrangements, accommodation requirements and other costs incurred by Delegate relating to attendance at Linalis Training Services.

7.2 Linalis shall have no liability for any non-refundable costs arising under clause 7.1 and resulting from Training Services scheduling changes or cancellation howsoever arising.

8. Impossibility of performance due to Force Majeure

Nor Linalis, nor the Client shall be responsible for any failure, delays or limitations of Training  Services which by reasonable interpretation are not under its control. Examples of which may include, but it is not exclusive,  Act of God, serious work interruptions, accidents, labour conflicts, government act, electromagnetic interference, radio interference, embargo, terrorism,  intervention or default of authorities, natural catastrophes or delays in supplies or services by third parties due to the same causes, etc.

9. Warranties and Guarantees of Linalis

9.1 Linalis will use reasonable endeavours to ensure that the Training Services provided are dispensed with reasonable skill and care and will follow practices consistent with the professional standards in the industry.

9.2 The Client shall indemnify and hold harmless Linalis  and its employees, directors and agents, from and against all claims, actions, demands, losses, costs, expenses (including, without limitation, all legal Fees and disbursements), damages, liabilities and lawsuits arising from any breach of the Client's obligation under this Agreement.

9.3 Notwithstanding any other provision of this Agreement, Linalis does not accept liability for any loss of profits, or goodwill or for any special or indirect or consequential damages arising under this Agreement in delivering Training Services.

9.4 All conditions and warranties not expressly set forth in this Agreement and whether expressed or implied are excluded.

10.Data Protection

Linalis warrants to the Client that it will only use the Personal Data for the purpose of carrying out its obligations hereunder and that it will ensure that all reasonable and appropriate security measures are in place to protect the Personal Data and that it will destroy or deliver up the Personal Data upon written demand from the Client.

11. Liability of Linalis

11.1 Linalis is liable solely for ensuring the necessary care and attention in the performance of its work and solely for damages caused willfully or with gross negligence.

11.2 Linalis’ liability shall – as far as permitted by law – be restricted to direct damages and to the amount agreed in the contract.

11.3 Any further claim such as indirect or consequential damages is expressly excluded, e.g. loss of profit, failure to realise savings, additional work by the customer, loss of service, production stoppages, loss of data or costs for re-establishing lost data, costs associated with interruption of operations or claims by third parties.

12. Exclusivity

The Client may only engage third parties which operate in the field of the Agreement with the prior written consent of Linalis.

13. Advertising

13.1 Unless specified otherwise in the Agreement, Linalis may make reference to a Client's contract within any proposal to further Clients, provided only fundamental facts are divulged and not proprietary and confidential information.

13.2 Linalis may store the names of the Delegates for the only purpose of advising them of the availability of further Training Services in the future.

14. Confidentiality

14.1 Unless specified otherwise in the Agreement, Confidential InFormation means all inFormation of a trade secret nature disclosed by Linalis to Client and by Client to Linalis and in connection with the Training Services developed by Linalis pursuant to this Agreement including, without limitation, all documentations,  all ideas, techniques and concepts related to the Training Services. All Confidential InFormation is and will remain the sole and exclusive property of Linalis when Linalis discloses it and of Client when Client discloses it.

14.2 Linalis and the Client undertake to treat as confidential all inFormation of the other party made available to them and their employees during the performance of the work with the exception of inFormation already available to the general public, not to allow third parties access either in whole or in part to such inFormation and themselves not to publish or to use in any way such information. Employees of Linalis and the Client are permitted to use such inFormation solely in the performance of contractual obligations between Linalis and the Client.

15. Non-solicitation and non competition clause

15.1 The contract parties undertake not to attempt to recruit or accept to employ either for themselves or for third parties, directly or indirectly,  personnel of the other contract party. In case a contract party wishes to utilise the services of an employee of the other contract party during the period of the contract but outside the scope of the contract or if it wishes to employ such a person during the contract or during a period of three years after conclusion of the contract it must consult with the other contract party sufficiently in advance to discuss the indemnities regarding the situation. The contract parties undertake to respect their respective interests.

15.2  During the term of this Agreement and any renewals thereof, and for one (1) year after the expiration of the initial and renewal periods, Client agrees that it will not, without the prior written approval of Linalis, (a) provide or attempt to provide (or advise others of opportunity to provide), directly or indirectly, any services to any of Linalis’s customers to which Client has been introduced under this Agreement; and/or (b) retain or attempt to retain, directly or indirectly, for itself or for another party, the services to which Client has been introduced under this Agreement.

16. Intellectual Property

16.1 The copyright in and all other intellectual property rights relating to the Training Services software, data and documentation employed by Linalis and any related materials provided to the Client herunder by Linalis are owned exclusively by and herby reserved to Linalis  and/or its party licensors.

16.2 Under no circumstances may the  whole or any part of the Training Services materials be produced or copied in any form or by any means or translated into another language by the Client without the prior written consent of Linalis.

16.3 The Client shall not delete, amend, alter of deface any confidentiality or proprietary notices on the Training Services materials.

16.4 The Client shall also ensure that Delegate keeps confidential the Training Services Materials and comply fully with all user restrictions notified to the Client by Linalis in relation to such materials.

17. Miscellanous

17.1 Linalis reserves the right to amend the content of any Training Services materials without notice to the Client when, in the opinion of Linalis, such amendment does not fundamentally change the content of such material.

17.2  All notices required under this Agreement must be in writing and are effective on the date received. Notices to Linalis will be sent to Linalis Sàrl, 27 rue du Pré-Bouvier, 1217 Meyrin, Switzerland. Notices to Client  will be sent to Client’s address.

18. Term of Agreement

18.1 Either party may terminate this Agreement by written notice if the other party fails to remedy a material breach of this Agreement  within 30 days of written notice identifying the breach and notifying an intention to terminate.

18.2 Otherwise, Agreement is terminated when Training Services and  material has been provided and Fees fully paid.

18.3 Clauses 5, 9,10, 11,12,13,  14, 15, 16  will survive termination.

19. Applicable law and jurisdiction

19.1 The contract shall be governed by Swiss law.

19.2 The parties undertake to use good faith and good will to resolve by all means their dispute amicably.

19.3 However, if the dispute shall not amicably be resolved, then the parties may initiate legal action.

19.4 Thus, the contract parties agree on Geneva, Switzerland as the place of jurisdiction. Linalis, however, is entitled to institute legal proceedings at the court of competent justice at the domicile of the Client.