1. Terms and Conditions. The provision of the Services hereunder is conditioned upon these Terms and Conditions. Except where prohibited by law, these Terms and Conditions shall apply and are incorporated into every provision of Services made by Company. No other terms or conditions, including, without limitation, Purchaser’s standard printed terms and conditions, Purchaser’s purchase order, request for proposal/quote, order acknowledgment or otherwise, will have any application to any purchase between Company and Purchaser and are hereby rejected and objected to unless specifically accepted in writing by Company, with such exception stating that it will apply in place of all or a portion of these Terms and Conditions. All prior proposals, negotiations and representations, if any, are merged herein. Purchaser will be deemed to have assented to all terms and conditions contained herein if any part the Services are provided.
a. “Affiliate” of a party means an entity controlling, controlled by, or under common control with, that party.
b. “Company” means Stronger International, Inc, formerly dba IT Training Solutions or its subsidiary(ies) or affiliates(s).
c. “Contract” means the written invoice, purchase order, contract or agreement between the Company and Purchaser for the sale/purchase of Services.
d. “Purchaser” means the party designated as such on the face of the purchase order, contract or agreement and includes its successors, permitted assigns and legal representatives to whom the Company agrees to provide Services to in accordance with these Terms and Conditions.
e. “Services” means any work or service specified or referred to in the Contract.
3. Price. Prices for Services shall be as set forth in Company’s quotation or proposal and confirmed in the Contract, subject to correction for any costs omitted or corrections. Price quotations shall be valid for a period of thirty (30) days after they are made, unless otherwise set forth in writing. Unless otherwise specified, prices for Services are in US dollars. Credit Card payments are subject to a 3% additional fee.
4. Taxes. Unless otherwise explicitly set forth in the Contract, Purchaser’s price shall be exclusive of, and Purchaser will bear and pay any and all applicable taxes on the Services.
5. Payment Terms. All payment terms shall be set forth in the Contract. If no payment terms are set forth, Purchaser agrees to pay for all Services in advance, unless Purchaser has negotiated and/or been approved for credit with Company. If Purchaser has been approved for credit with Company, all payments shall be net thirty (30) days unless otherwise agreed to by the Parties, in writing. Company reserves the right to charge interest on all overdue balances, starting with the invoice date, at a rate of one and one-half percent (1.5%) per month compounded until the date payment is received in full. Purchaser agrees to pay, without offset, all invoiced amounts within the time set forth in the payment terms. Company may change payment or credit terms for unfulfilled orders if, in Company’s reasonable opinion, Purchaser’s financial condition, previous payment record, or relationship with Company merits such change. Company may discontinue performance if Purchaser fails to pay any sum due, or if after ten (10) days written notice Purchaser has not cured any other failure to perform under the Contract or these Terms and Conditions.
a. Company’s only warranty of Services, other than that set forth in the Contract, in writing, and mutually agreed to by the parties, is that the Services delivered hereunder shall be performed in a professional and workmanlike manner in accordance with general prevailing industry standards. Such warranties are exclusive and in lieu of all other warranties relating to the provision of the Services. All other warranties related to the Services are disclaimed pursuant to the Warranty Disclaimer, below. Notwithstanding anything herein or in the Contract to the contrary, any warranty provided by Seller is contingent upon the proper use of the Services by Purchaser. All warranties provided hereunder extend only to the Purchaser and no other person or entity.
b. Warranty Disclaimer for Services: Except as otherwise set forth herein, Seller makes no express or implied warranties and hereby disclaims all express or implied warranties, whether implied by operation of law or otherwise, including, without limitation, all implied warranties of merchantability and fitness or fitness for a particular purposes. Under no circumstances and in no event will Seller be liable for lost profits or loss of production claims by Buyer or Buyer’s customers. Further, under no circumstances and in no event will Seller be liable for punitive, special, multiplied consequential or liquidated damages of any kind, whether based upon warranty, contract, strict liability, negligence or any other cause of action arising in connection with the design, sale or use of the Services. Purchaser hereby acknowledges and agrees that under no circumstances, and in no event, shall Seller’s liability, if any, exceed the net sales price of the Services as set forth in the Contract. Company may, from time to time, offer Services relating to network security. All such Services are to assist Company is establishing preventative measures against reasonably anticipated breaches to network security. Purchaser acknowledges and understands it is not possible to absolutely guarantee the infrastructure of a computer network and Company will not be liable for any damages resulting from compromises of network security that would not otherwise constitute a breach of warranty hereunder.
7. Performance of Services. Company shall perform the Services as set forth in the Contract. Company reserves the right to change the trainer or the content of the training sessions as long as the objectives of the training are not compromised. Company may make reasonable changes to the date, time or location of the performance of the Services upon prior notice to Purchaser. Changes that are beyond the control of the company, like acts of god, natural disaster, country or state issues, delayed flights, hospitalizations or any other major unforesable delay in services will be made know to the client as soon as possible. All efforts to reschedule the training right away will be made. The company is not liable for any unforeseen delays out of the company’s control.
8. Designated Attendance. If the Purchaser is an individual who has registered for the Services, Purchaser may transfer their registration to another individual, upon written notice to Company. Any such transfer may be limited to another individual from the same entity/organization and may be subject to approval of such entity/organization.
9. Force Majeure. Company will not be liable for any default or delay in the performance of the Services when such default or delay results either directly or indirectly from any unforeseeable cause beyond the Company’s control including, without limitation: instructor illness or inability to attend, fire; flood; war; acts of the public enemy, or acts of God. Company shall not be liable for any loss, cost, penalty or any consequential, incidental or other damages of any kind occasioned by or arising or resulting from any default or delay in delivery by Company, whether or not said loss, cost, penalty or damage was reasonably foreseeable. Before exercising a right to termination under this Section, Company shall make reasonable efforts to reschedule the event, with Purchasers consent. Any such rescheduled event shall be subject to the terms and conditions of the existing Contract.
10. Termination. Company reserves the right, by written notice to cancel any Contract without liability to Company in the event of (i) insolvency of Purchaser; (ii) the filing of an involuntary petition of bankruptcy by Purchaser; (iii) the filing of an involuntary petition to have Purchaser declared bankrupt; (iv) the appointment of a receiver or trustee for Purchaser; or (v) the execution by Purchaser of an assignment for the benefit of creditors. Company may cancel the Contract in the event that Purchaser fails to cure a breach of the Contract within five (5) days of receipt of notice of such breach. Purchaser shall be liable for Company’s damages in connection with such breach or failure to perform including consequential damages reasonably foreseeable by Purchaser or of which Purchaser was apprised by Company, provided, however, the Purchaser shall not be responsible for delays or defaults occasioned by Force Majeure, as defined above, but in the event of such occurrence, Company reserves the right to cancel the Contract without liability upon receipt of notice from Purchaser or such Force Majeure event.
11. Cancellation & Refunds. Clients or individual students may receive a full refund of the course price when providing written notice 30-days prior to the first date of instruction. Refund will be mailed within 14-days of receipt. Course cancellations by client or individual student, within 30-days of the start of the course are non-refundable. If the student is gravely ill and misses the class, every attempt will be made to have the student take the class live-remote or when offered again in the area.
a. Live-Remote courses. There is a non-refundable book fee of $1,000 once a student has been placed in a class. The student may be rescheduled, if requested, at no charge.
12. Relationship of the Parties. All Services provided hereunder are provided by Company as an independent contractor.
13. Nonsolicitation of Company Personnel. Purchaser acknowledges that Company has expended substantial time and effort in providing its employees and contractors with valuable training and information. Purchaser agrees that, without Company’s prior written consent, Purchaser will not, directly or indirectly, employ, solicit the employment of, or in any way retain the services of any Company employee or contractor. Further, should any employee or contractor leave Company’s, it is agreed that Purchaser will neither employ or contract with such individual for a period of one year following the termination of such individuals’ relationship with Company. The parties agree that a breach of this provision will cause irreparable harm to Company and that Company will be entitled to injunctive relief without the requirement of posting bond or the necessity of proving any actual harm. The parties further agree that in the event of a breach of this provision, the damages that will be incurred by Company will be an amount equal to 150% of any the annual compensation at the time of the breach.
14. Miscellaneous Terms
a. Waiver. Failure, delay or waiver by either party of any of the terms or conditions herein shall not operate as or be considered to be either a waiver or forfeiture of such rights by such party of any other term of condition hereof, or of any subsequent breach by either party.
b. Governing Law. These Terms and Conditions and all Contracts shall be governed by the laws of the State of Washington, without reference to choice of law or conflicts of law. The United Nations Convention on Contracts for the International Sale of Goods is expressly disclaimed and does not apply. The parties shall attempt to negotiate, in good faith, any disputes arising under this Contract. Any and all disputes related to the interpretation or enforcement of this agreement will be brought in the state or federal courts located in Spokane, Washington and the parties hereby acknowledge and consent to the jurisdiction of such court. Purchaser hereby waives any and all objections that it might otherwise have as to personal jurisdiction or venue in any of the above tribunals.
c. Complete Agreement. These Terms and Conditions, and any Contract which attaches, incorporates or otherwise references these Terms and Conditions, together set forth the entire understanding between the parties with respect to the subject matter hereof and supersede all other prior negotiations, commitments between the parties, whether written or oral. These Terms and Conditions shall apply and constitute a binding obligation on the parties on the earlier of delivery of signed acknowledgment, commencement of performance or shipment according to schedule of all or any portion of the products covered under this Contract, by Company. Purchaser acknowledges that it is not relying upon, and has not been induced by, any representation, warranty, statement made by, or other information provided by Company in connection with its decision to purchase or use the Goods, other than those set forth in this Agreement.
d. Amendment. Neither these Terms and Conditions nor the Contract may be modified without written agreement of the Parties
e. Severability. If any provision herein or in a Contract is held by a court of competent jurisdiction to be invalid or unenforceable, the remainder of the Terms and Conditions or Contract shall not be affected thereby and shall continue in full force and effect the same as if the invalid or unenforceable provision had not been included in the first instance.
f. Successors. This Agreement shall be binding upon and inure to the benefit of all successors and permitted assigns.
15. Publicity Rights
a. Client grants Company the right to include Client’s name and/or logo in a list of its customers, which may be publicly displayed on Company’s Website and in promotional materials for Company’s Products together with other customers of Company.
b. Client may terminate the publicity right granted in Section 15(a) above or request to be excluded from appearing in Company’s public list of clients, Website, or promotional materials at any time by submitting a written request via e-mail to: firstname.lastname@example.org or by regular mail sent to the address indicated above. Company shall comply with that termination or request within ten (10) business days from receipt of such notice.