Terms and Conditions2023-01-31T13:33:52+00:00

Standard Terms and Conditions Schedule 

This Terms & Conditions Schedule (“Agreement”) is between GP Strategies Limited or the relevant GP Strategies affiliate  set forth in the related Project Schedule (“GP Strategies”) (hereinafter referred to as “GP STRATEGIES”) and the entity  identified in the Client Engagement Form (the “Client”) that wishes to use a training program from GP STRATEGIES, and  describes the terms and conditions pursuant to which GP STRATEGIES will provide the services to the Client, which  agrees to be bound by the terms and conditions of this Agreement. 

  1. DEFINITIONS  

1.1. In this Agreement, the following expressions shall have the following meanings: 

“Authorised User” means any employee of Client to whom access to a Product is provided in accordance with the  terms of this Agreement. 

“Bespoke” means any alteration to an existing GP STRATEGIES Product, or a brand new solution not previously  catalogued. 

“Charges” means the total fees payable for the Services (including any applicable license fees) as specified in the  Client Engagement Form, or as otherwise may be agreed between the parties in writing. 

“Client Materials” means any materials, as may be set out in the Client Engagement Form or otherwise agreed  between the parties, that Client provides to GP STRATEGIES to be incorporated into the Deliverables, including  but not limited to Client logos, trademarks, images, video content, corporate information, specific training or  learning content and/or other information relating to Client’s business, as well as any third party materials which  Client may provide to GP STRATEGIES for inclusion in the Deliverables. 

“Confidential Information” means non-public information of GP STRATEGIES or Client to which the other party  may have access, including, but not limited to, any information a reasonable person would consider confidential  and/or which is marked “confidential” or “proprietary” by the Disclosing Party. “Confidential Information” does  not include information does not include information which the Receiving Party can conclusively establish: (i) was  publicly known prior to the time of disclosure by the Disclosing Party; (ii) becomes publicly known after disclosure  by the Disclosing Party through no wrongful action or omission of the Receiving Party or any of its employees,  contractors, or agents; (iii) was already rightfully in possession of the Receiving Party at the time of disclosure by  the Disclosing Party; or (iv) is independently developed by the Receiving Party without access to the Disclosing  Party’s Confidential Information. 

“Data Protection Laws” means (a) to the extent the UK GDPR applies, the law of the United Kingdom or of a part  of the United Kingdom which relates to the protection of personal data, including but not limited to the UK Data  Protection Act 2018; and (b) to the extent the EU GDPR applies, the law of the European Union or any member  state of the European Union to which the Provider is subject, which relates to the protection of personal data. 

“Deliverables” means the items which are produced and/or delivered to the Client as outputs of the Services. “Disclosing Party” means a party that discloses Confidential Information. 

“EU GDPR” means the General Data Protection Regulation ((EU) 2016/679), as it has effect in EU law. 

“Intellectual Property Rights” means patents, unpatented inventions, registered and unregistered designs and  design rights, copyright (including, without limitation, rights in computer software), database rights, topography  rights, domain names, trademarks, service marks, trade names, rights in trade secrets, know-how including  applications and the right to apply for the foregoing and all other intellectual property rights of any nature  whatsoever, and all rights of a similar nature or having similar effect, throughout the world whether registered or  unregistered. 

“Product” means learning solutions delivered by electronic means and listed within the Client Engagement Form, including but not limited to SCORM publications, audio and video files, PDF documents and related materials  (including but not limited to software, administration and user reference materials, reports and services)  published by GP STRATEGIES . 

“Receiving Party” means a party that receives Confidential Information from a Disclosing Party. 

“Services” means the services to be provided by GP STRATEGIES to the Client under each respective Client  Engagement Form and this Agreement. 

“UK GDPR” has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection  Act 2018.

1.2. Headings contained in this Agreement are for reference purposes only and shall not be deemed to be an  indication of the meaning of the clause to which they relate.  

1.3. Where the context so implies, words importing the singular number shall include the plural and vice versa and  words importing the masculine shall include the feminine and vice versa. 

1.4. Anything agreed in a Client Engagement Form takes priority over the terms and conditions set out in this  Agreement. Except as set out in this Agreement, no other terms shall apply, even where specified in the Client’s  purchase order or otherwise. 

  1. SERVICES. GP STRATEGIES shall perform the Services as specified in the Client Engagement Form or as may be  otherwise agreed. This Agreement shall come into effect upon the execution of the Client Engagement Form,  which may be executed digitally. Where there is any discrepancy between a Client Engagement Form and the  remainder of this Agreement, the Client Engagement Form shall take precedence. GP STRATEGIES shall use its  reasonable endeavours to complete the Services in accordance with any timetable specified in the Client  Engagement Form; however, time is not of the essence and any time stated for completion or delivery shall not  be a term of this Agreement but shall be an estimate only. Client shall provide GP STRATEGIES with feedback  promptly on delivery of Deliverables, and the Deliverables shall be accepted by the Client upon the first  occurrence of: (a) written acknowledgement (email included) by the Client that the Deliverables are accepted;  or (b) the passage of five (5) days from delivery by GP STRATEGIES without written notice from Client that the  Deliverables do not meet the specifications that were agreed in the relevant Client Engagement Form  (“Acceptance Criteria”), and clearly stating the non-conformities. The Client may only reject Deliverables if they  do not comply with the Acceptance Criteria. Where the Client does not accept the Deliverables in accordance  with this section, it shall provide GP STRATEGIES written notice of this within five (5) business days from delivery  and stating and demonstrating the non-conformities, and GP STRATEGIES shall correct the non-conformities  and resubmit the Deliverables to the Client for its acceptance as soon as practicable.  
  2. WARRANTY. GP STRATEGIES warrants that the Services shall be performed using reasonable skill and care, and  shall be of a quality conforming to generally accepted industry standards and practices. For digital solutions, GP  STRATEGIES does not warrant that the operation of the output of the Services shall be uninterrupted or error free. Notwithstanding the foregoing, GP STRATEGIES shall at its own expense correct any material defect in any  Deliverables, (i) provided the defect has not arisen as a consequence of technical changes to the post Acceptance delivery environment or implementation/changes to the Deliverables which have been carried out  by parties other than GP STRATEGIES or any party under its control, or (ii) use of the Deliverables not in  accordance with the terms of the Agreement and the applicable Client Engagement Form. The Client warrants  to GP STRATEGIES that it has obtained all necessary licenses, rights and consents to allow GP Strategies’ use of  any materials it provides to GP STRATEGIES as part of the Services. Client shall indemnify and keep indemnified  GP STRATEGIES against any third party claims arising from such use of the materials by GP STRATEGIES. EXCEPT  AS EXPRESSLY SET FORTH HEREIN, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES OF ANY  KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A  PARTICULAR PURPOSE OR NON-INFRINGEMENT. NO STATEMENT OR INFORMATION, WHETHER ORAL OR  WRITTEN, OBTAINED FROM GP STRATEGIES IN ANY MEANS OR FASHION SHALL CREATE ANY WARRANTY NOT  EXPRESSLY AND EXPLICITLY SET FORTH IN THIS AGREEMENT. 
  3. CLIENT’S OBLIGATIONS.  

4.1. To enable GP STRATEGIES to perform its obligations under this Agreement, the Client shall: (a) co-operate with  and provide GP STRATEGIES in a timely manner with any reasonable information required by PDT; (b) not delay  or carry out any actions or inactions which may lead to a delay in the delivery timescales and to comply with  such other requirements as may be set out in the Client Engagement Form or as otherwise agreed in writing  between the parties; and (c) appoint a suitably competent project manager with the appropriate level of  authority to liaise directly with GP STRATEGIES in relation to all Deliverables. In the event of a significant Client  delay to a delivery schedule, GP STRATEGIES shall not be liable for such a delay and shall be entitled to an  extension of time necessary for performing its obligations as a consequence of the delay together with  reimbursement by the Client of any additional costs incurred by GP STRATEGIES and payment of any additional  charges as a result of the delay. 

4.2. Client shall ensure that the courses that are booked are suitable for the ability and knowledge of their delegate(s)  and any local or in-country regulations that may apply now or in the future in advance of delivery. The  Deliverables are intended to be used for educational purposes only, and do not act as a substitute for the  primary legislation or regulatory or other publications. The training explicitly does not constitute, nor displace  the need for, legal advice. It is therefore the Client’s responsibility to check that the training meets its particular  requirements and seek appropriate professional advice as deemed needed.

4.3. For digital solutions, it is the Client’s responsibility to ensure compatibility of software, and full settlement of the  Charges will be due in the event of failed access due to incompatible software and/or devices. 

  1. CHARGES AND PAYMENT TERMS. The Client shall pay the Charges as specified in each Client Engagement Form.  All payments are due within thirty (30) days from the date of invoice and are non-cancellable and non-refundable  except as provided in this Agreement or the applicable Client Engagement Form. If Customer requires a purchase  order (P.O.), it shall be provided when the Order Form or SOW is signed. In no event shall Customer’s failure or  delay in providing a P.O. alter its payment obligations under the relevant Order Form or SOW. Digital solutions  tailored to Client logo only will be invoiced at 100% on commission of sale. Digital solutions with Bespoke  tailoring will be invoiced at 50% on commission of sale, and 50% on delivery. Unless otherwise stated in the  applicable Client Engagement Form, all other services will be invoiced on or after delivery. If Client does not pay  any amount (not disputed in good faith) when due, GP STRATEGIES may charge interest on the unpaid amount  at the rate of 1.5% per month (or if less, the maximum rate allowed by law). All fees are exclusive of value added  tax (“VAT”) and / or any other sales taxes, which shall be paid by the Client at the then prevailing rate. Customer  agrees to pay GP Strategies’ expenses, including reasonable attorneys and collection fees, incurred in collecting  amounts not subject to a good faith dispute. If applicable, Post Workshop Inclusion Toolkit Deliverables are  provided as complimentary in English language only. Additional language translations are available for a fee on  request. 
  2. DISCLOSURE OF CONFIDENTIAL INFORMATION. Each of the parties agrees: (i) not to disclose any Confidential  Information to any third parties, except as mandated by law; (ii) not to use any Confidential Information for any  purposes except carrying out such party’s rights and responsibilities under this Agreement; and (iii) to keep the  Confidential Information confidential using the same degree of care such party uses to protect its own  Confidential Information; provided, however, that such party shall use at least reasonable care. These  obligations shall survive for three (3) years after termination of this Agreement or for so long as such Confidential  Information is retained by a party. The Receiving Party may disclose Confidential Information to the extent that  it is required to be disclosed pursuant to a statutory or regulatory provision or court order, provided that the  Receiving Party provides prior notice of such disclosure to the Disclosing Party, unless such notice is prohibited  by law, rule, regulation or court order. Upon termination of this Agreement, all Confidential Information shall  be returned to the respective Disclosing Party. If either party breaches any of its obligations with respect to  confidentiality or the unauthorized use of Confidential Information hereunder, the other party shall be entitled  to equitable relief to protect its interest therein, including but not limited to, injunctive relief.  
  3. INTELLECTUAL PROPERTY (IPR).  

7.1. Unless otherwise agreed, the IPR in all Bespoke Deliverables created specifically and exclusively for the Client  and applicable solely to the Client’s requirements pursuant to this Agreement shall vest in the Client upon  payment in full of all sums due to GP STRATEGIES . The IPR in all other Deliverables, whether developed or  modified using pre-existing content, training material, information or software, or using content, information,  software or other content developed not only for the Client but also for, or in contemplation of, other GP  STRATEGIES clients, shall remain vested in GP STRATEGIES (or its licensors), who shall on payment of all sums  due to GP STRATEGIES grant a perpetual licence to the Client to use the same free of further charge solely to  the extent required to enjoy the Services and Deliverables, or such other type of license as may be specified in  the relevant Client Engagement Form. Any existing proprietary code, assets, content and training materials  previously developed by GP STRATEGIES shall remain the absolute property of GP STRATEGIES and may not be  copied (in full or in part), sold or hired without prior written permission from GP STRATEGIES .  

7.2. For digital training solutions, GP STRATEGIES grants to the Client a perpetual licence that permits the use,  download or storage of the Deliverables set out in the Client Engagement Form. This licence is limited,  revocable, non-exclusive, non-sublicensable and non-transferable, and is subject to the Client’s compliance with  its obligations under this Agreement including payment of the Charges in full. This license is granted to the Client  only and the licensed Products cannot be shared or exchanged with any other party. The Client may only use  the licensed Products for internal purposes in the course of Client’s own business, unless otherwise agreed in  writing with GP STRATEGIES. The Client shall not forward (and shall procure that no Authorised User shall  forward) via any means, any content provided by GP STRATEGIES to anyone other than the Client’s Authorised  Users. Client may not: (i) sell, sub-licence, distribute, copy, disassemble, decompile, reverse engineer, translate,  transfer, or otherwise make available any licensed Product and/or its content to any other person; (ii) use any  licensed Product or its content to create any derivative works or products that could be considered competitive  products; or (iii) allow any third party to access, benefit from or use any licensed Product or its content in any  way. The Clientshall maintain all security measures as may reasonably be required to prevent any unauthorised  access to or use of any licensed Product. The Client’s rights under this Agreement may be revoked if the Client fails to comply in any material respect with any of the terms of this Agreement, and upon notice of revocation  the Client shall, and shall procure that its Authorised Users and anyone else to whom the Client has provided access to any licensed Product shall, immediately: (i) cease to use or access the licensed Product and its content;  and (ii) destroy all copies of the licensed Product, its contents and any information or derivative works which  have been created or acquired by the Client as a result of or in connection with this Agreement. 

  1. INDEMNIFICATION. GP STRATEGIES shall indemnify, defend and hold Client harmless from and against all losses  arising out of any third party claim alleging that Client’s authorised use of the Services infringes any Intellectual  Property Right of such third party. Client shall: (i) give GP STRATEGIES prompt written notice of such claim, (ii)  grant GP STRATEGIES sole control of the defence or settlement of such claim and (iii) reasonably cooperate with  GP STRATEGIES, at GP Strategies’ expense, in its defence or settlement of the claim. To the extent that GP  STRATEGIES is prejudiced by Client’s failure to comply with the foregoing requirements, GP STRATEGIES shall  not be liable hereunder. In the event of an indemnity claim, GP STRATEGIES may at its own discretion and  expense, (i) procure the right, license, or permission for Client to continue to using the infringing  Services/Deliverables; (ii) modify the Services or Deliverables so that they are not infringing, while remaining  functionally equivalent to the current Services or Deliverables; or (iii) terminate the applicable Client  Engagement Form and refund any unused pre-paid fees. THIS SECTION SETS FORTH GP STRATEGIES ’S ENTIRE OBLIGATION TO CLIENT WITH RESPECT TO ANY CLAIM SUBJECT TO INDEMNIFICATION UNDER THIS SECTION. 
  2. LIMITATION OF LIABILITY  

9.1. Neither Party excludes or restricts liability for: 

(a) death or personal injury sustained by any employee, agent or subcontractor of the other Party to  the extent that its own negligence or that of its employees, agents or subcontractors causes such  death or personal injury; or 

(b) fraud or fraudulent misrepresentation. 

9.2 This Clause 9 shall apply to all liability of GP STRATEGIES in connection with or in relation to the subject matter  of this Agreement howsoever arising and whether liability arises in contract, tort or otherwise and whether  resulting from any breach of GP STRATEGIES ’s obligations under this Agreement or from any act, omission,  statement, advice or recommendation, whether negligent or not, of its employees, agents or subcontractors,  and whether or not the loss or damage had been foreseeable. 

9.3 Subject to Clause 9.1, the aggregate liability of GP STRATEGIES under this Agreement (including any liability for  the acts or omissions of its employees, agents and sub-contractors and including under any indemnity obligation)  will be limited to the higher of £100,000 and the aggregate of the fees due under the applicable Client  Engagement Form. In no event will GP STRATEGIES be liable to the Client for loss of profits or damages arising  from loss of data or any special, indirect or consequential damages suffered by the Client. 

  1. TERMINATION AND CANCELLATION 

10.1. Termination Rights. A party may terminate any Client Engagement Form (i) for any material breach not cured  within thirty (30) days following written notice of such breach, or (ii) immediately upon written notice if the  other party files for bankruptcy, becomes the subject of any bankruptcy proceeding or becomes insolvent.  Notwithstanding the foregoing, termination of this Agreement shall not affect the right of GP STRATEGIES to be  paid for all and any Services and Deliverables provided by it prior to the date of termination. 

10.2. Cancellations. Cancellations or postponements should be made in writing via email to the Client’s assigned GP  STRATEGIES Account Manager or Project Manager. Cancellation fees shall be as set forth in the Client  Engagement Form. 

  1. DATA PROTECTION. Each party shall comply at all times with its obligations under applicable Data Protection  Laws. Unless otherwise agreed between the parties in any applicable Client Engagement Form, it is currently not  envisaged that GP STRATEGIES shall process any personal data on behalf of the Client. Notwithstanding the  foregoing, the Parties acknowledge that business contact information regarding a Party’s personnel and/or third  parties engaged by it may be shared as part of maintaining the business relationships. The Parties consent to  processing such information for purposes related to the Agreement such as contract management, payments  and business development. The Parties may transfer such information to any country where their global  organisation operates and hereby authorises such transfer per se and on behalf of such personnel and/or third  parties. If required by applicable Data Protection Laws, the Parties agree to sign any additional document  required to allow the transfer of such data outside its country of origin. 
  2. FORCE MAJUERE. Except for payment obligations hereunder, neither Party shall be liable for any delay or failure  to perform any of its obligations under this Agreement if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, the act or omission of government, highway authorities or any telecommunications carrier, operator or  administration or other competent authority, or the delay or failure in manufacture, production, or supply by  third parties of equipment or services, and the relevant Party shall be entitled to a reasonable extension of its  obligations under this Agreement after notifying the other Party of the nature and extent of such events.  Notwithstanding the foregoing, PDT reserves the right to cancel a course without prior notice due to events  beyond its control. In this case, an alternative course will be offered at the earliest mutually convenient  date. PDT cannot accept responsibility for any costs or loss incurred by the Client in the event of such  cancellation.
  1. GENERAL. 

13.1. GP STRATEGIES and the Client are contractors independent of each other, and neither has the authority to bind  the other to any third party or act in any way as the representative of the other, unless otherwise expressly  agreed to in writing by both parties.  

13.2. Neither party will assign this Agreement (or any benefits or interests arising under this Agreement) without the  prior written consent of the other party (which will not be unreasonably withheld or delayed) except that  assignments to associated companies of GP STRATEGIES will be permitted. Any attempted assignments not  permitted hereunder shall be void and of no force and effect. GP STRATEGIES shall be entitled to subcontract  any of its obligations under this Agreement, provided that it shall remain responsible for the acts and omissions  of its subcontractors. 

13.3. If any provision of this Agreement is held invalid, illegal or unenforceable for any reason by any Court of  competent jurisdiction, such provision shall be severed and the remainder of the provisions herein shall continue  in full force and effect as if this Agreement had been agreed with the invalid illegal or unenforceable provision  eliminated. 

13.4. The failure by either party to enforce at any time or for any period any one or more of the terms and conditions  of this Agreement shall not be a waiver of them or of the right at any time subsequently to enforce all terms and  conditions of this Agreement. 

13.5. Any notice to be given by either party to the other hereunder may be served by email, fax, personal service or  by post to the addresses detailed above. If the notice is sent by email it shall, unless the contrary is proved, be deemed to be received on the day it was sent; if sent by fax, it shall be deemed to be served on receipt of an  error free transmission report; if given by letter it shall be deemed to have been served at the time at which the  letter was delivered personally or if sent by post shall be deemed to have been delivered in the ordinary course  of post. 

13.6. Amendment; Entire Agreement. No modification of, amendment or addition to this Agreement is valid or  binding unless set forth in writing and executed by authorised representatives of GP STRATEGIES and Client. This  Agreement, including all Order Forms, SOWs, and documents attached hereto or incorporated herein by  reference, constitutes the complete and exclusive statement of the parties’ agreement as to the subject matter  hereof and supersedes all proposals, requirements documents, discussions, presentations, responses to  questions, or prior agreements, commitments or promises, oral, electronic or written, between the parties or  provided by one party to another, relating to the subject matter hereof. Each of the parties acknowledges and  agrees that in entering into this Agreement it does not rely on and shall have no remedy or right of action with  respect to any statement, undertaking, promise, assurance, warranty, understanding or any representation or  misrepresentation (whether contractual or non-contractual and whether negligently or innocently made)  relating to the subject matter of this agreement and other than as expressly set out in this agreement as a  warranty, in writing or not and made by or to any person. Nothing in this clause shall, however, operate to limit  or exclude any liability for fraud. GP STRATEGIES objects to and rejects any additional or different terms  proposed by Client, including those contained in Client’s purchase order, acceptance, vendor portal or website.  Neither GP STRATEGIES ’s acceptance of Client’s purchase order nor its failure to object elsewhere to any  provisions of any subsequent document, website, communication, or act of Client shall be deemed acceptance  thereof or a waiver of any of the terms hereof.  

13.7. A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999  to enforce any term of this Agreement, but this does not affect any right or remedy of a third party which exists  or is available apart from that Act. 

13.8. Each party shall observe the highest standard of business ethics and all applicable laws and regulations, including  without limitation the Bribery Act 2010, regarding the giving/receiving of bribes, gifts and gratuities. Each party  shall avoid any conflict of interest, or any appearance of a possible conflict of interest, or other improper  dealings.  

13.9. This Agreement shall be governed by and construed in accordance with the laws of England. Each party  irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any dispute or claim  (including non-contractual disputes) arising out of or in connection with the Agreement or its subject matter or  formation.