TERMS AND CONDITIONS OF TRAINING CENTRE
These Terms and Conditions (“Terms”) are established by International Centre for Industrial Transformation Limited (“INCIT”) in respect of the operation of a Training Centre for the Covered Programmes, and is intended to govern the behaviour and conduct of the Approved Training Provider in its conduct of the Covered Programmes training course
1. DEFINITIONS
1.1
In these Terms the following words and expressions have the following meanings:
“Approved Training Provider” means a Partner which is authorised by INCIT to operate Training Centres and to provide Training for the Covered Programmes as described in Training and Examination Centre Agreement.
“Covered Programmes” shall initially mean the SIRI Assessor Training Course and COSIRI Assessor Training Course, and may include any other INCIT Programmes which the Parties mutually agree in writing from time to time to be part of the “Covered Programmes” under this Agreement.
“Derivative Works” means any work product, works of authorship, methods of doing business, sound recordings, pictorial reproductions, drawings, graphic representations, deliverables, improvements, innovations, discoveries and inventions conceived, made or reduced to practice by the Approved Training Provider in the course of conducting the Covered Programmes, and/or of which are developed, generated or produced by the Approved Training Provider or other third parties using the Training Materials.
“Governmental Authority” means any national, state, local, supranational or foreign government or other national, state, local, supranational or foreign governmental authority, body, agency or instrumentality entitled to exercise any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power.
“Personal Data” shall have the meaning ascribed to it under the personal data protection laws applicable in the relevant situation (for the avoidance of doubt, even if they use a different term with a similar meaning, such as “personal information” or “personally identifiable information”).
“Trainee Data” shall mean all data of the Trainees, including Personal Data, collected by the Approved Training Provider in the course of or in connection with its conduct of the Training.
“Training Materials” shall mean all documents, infographics, slide decks, reports, videos, and any other materials (in any medium) created by INCIT and made available from time to time to the Approved Training Provider for the purposes of administration of the Covered Programmes.
“Training and Examination Agreement” means the separate agreement between the Approved Training Provider and INCIT to which these Terms are attached.
2. RELATIONSHIP WITH AGREEMENT
2.1
The Approved Training Provider acknowledges that these Terms are incorporated into and should be read, interpreted and construed together with the Training and Examination Agreement and the other Applicable Terms.
2.2
Any defined term used herein shall, unless the context otherwise provides, have the same meaning ascribed to that term in the Training and Examination Agreement.
3. OBLIGATIONS OF APPROVED TRAINING PROVIDER
General
3.1
In the conduct of the Covered Programmes, the Approved Training Provider shall:
(a)
ensure that any software used or provided by the Approved Training Provider for the conduct of the Covered Programmes shall be approved by INCIT prior to the use of such software for the Covered Programmes;
(b)
conduct the Training for the Covered Programmes using the most up-to-date version of the Training Material approved and provided by INCIT to the Approved Training Provider;
(c)
conduct the Training for the Covered Programmes with all due care, skill and ability;
(d)
at all times, conduct itself in such a manner that upholds the good name, image and reputation of INCIT, and in particular, the Approved Training Provider shall not make any statement or engage in any conduct which is likely to damage or bring into disrepute the name, image, and/or reputation of INCIT;
(e)
not hold themselves out to be an agent or representative, or any other person having authority to incur any obligations or liabilities whatsoever binding on INCIT;
(f)
be truthful at all times in any communication with Trainees, and shall not make any representations or statements that the Approved Training Provider does not know or does not reasonably know to be true;
(g)
in the event of any doubt as to any matter relating to the conduct of the Covered Programmes, or in its dealings with Trainees, seek guidance from INCIT;
(h)
not represent itself as being affiliated with INCIT in any way other than when conducting Covered Programmes;
(i)
shall not issue any training completion certificates other than that is issued directly by INCIT;
(j)
comply with all guidelines, regulations, and ad-hoc instructions and directions from time to time notified to it by INCIT in respect of the use of the Training Materials and the conduct of the Covered Programmes; and
(k)
notify INCIT immediately on any changes to the Trainers in its employment, including their names and CSA Licence numbers.
Conduct of Training
3.2
The Approved Training Provider shall be responsible for facilitating the registration by Trainees in the Covered Programmes held by the Approved Training Provider, including but not limited to:
(a)
working with INCIT to create a unique Potential Assessor Serial Number which will be assigned to each Trainee to allow each Trainee to access the Covered Programmes Trainees Portal;
(b)
assisting INCIT to set up individual profiles in respect of each Trainee using their unique Potential Assessor Serial Number on the Covered Programmes Trainees Portal; and
(c)
ensuring that sufficient details of each Trainee are collected to allow the Approved Training Provider to verify the identity of the Trainee.
3.3
Following the completion of each Covered Programmes, the Approved Training Provider shall collect anonymised feedback from each Trainee on the conduct of the Covered Programmes in such form or containing such questions as INCIT may from time to time require.
Development and Use of Training Material:
3.4
The Approved Training Provider shall:
(a)
develop no fewer than (i) 10 Multiple Choice Questions; and (ii) 2 case studies based on the latest version of the Covered Programmes framework (comprising process improvements, technology, and organisational impacts) (the “Training Centre Submissions”) each year;
(b)
provide the Training Centre Submissions to INCIT no later than the last day of October of each calendar year;
(c)
ensure that the Training Centre Submissions meet such guidelines, directions or other instructions as issued by INCIT from time to time. For the avoidance of doubt, the Approved Training Provider shall not be regarded as having complied with its obligations in Section 3.4(a) unless and until the Training Centre Submissions have been approved by INCIT.
3.5
Any change request, or improvement of the Training Material should be sent to [email protected] with the heading “R2H-Requirement to INCIT headquarter”, setting out the proposed changes. The proposed changes will be discussed in good faith with the Approved Training Provider. INCIT will, in its sole discretion, but at all times taking into account the opinion of the Approved Training Provider , decide whether the proposed changes will be incorporated into the Covered Programmes.
3.6
The Approved Training Provider shall only be permitted to use the Training Material solely for the purposes of conducting the Training. The Approved Training Provider shall not be permitted to use the Training Material or any part thereof to create any derivative works for commercial use by the Approved Training Provider or any other third party.
3.7
The Approved Training Provider shall use only the Training Materials to conduct the Covered Programmes. Save with the prior written consent of INCIT, the Approved Training Provider shall not be permitted to use any material other than the Training Material in the conduct of the Training, or make any modifications to the Training Material. If the Approved Training Provider makes any modification or amendments to the Examination Material after it has been approved by INCIT, the use of the modified / amended Examination Material shall be subject to INCIT’s approval.
3.8
The Approved Training Provider shall only be permitted to share the Training Materials with (i) the Trainers; and (ii) the Trainees, provided that the Approved Training Provider procures that each Trainer or Trainee (as the case may be):
(a)
does not use the Training Material for any purpose other than the Training for the Covered Programmes;
(b)
does not copy, reproduce or otherwise distribute the Training Material to any third party; and
(c)
does not make commercial use of the Training Material (i.e. exchange the Training Materials for any consideration, whether in cash or in kind).
3.9
The Approved Training Provider shall not be permitted to copy, reproduce or distribute any Training Material or any part thereof with any third party other than as authorised under these Terms. For the avoidance of doubt, the Approved Training Provider is not permitted to copy, reproduce or distribute any Training Material or any part thereof with the Approved Training Provider’s Affiliates.
Training Fees
3.10
INCIT recommends that the fees charged to each Trainee by the Approved Training Provider be aligned with the Global Recommended List Price for the Certified Covered Programmes Assessor Programme. However the Approved Training Provider shall not be obliged to adhere to such recommendation and may, in its sole discretion, charge such fees to the Trainee for the Covered Programmes as the Approved Training Provider may see fit.
4. OBLIGATIONS OF INCIT
4.1
INCIT shall provide the Approved Training Provider with the Training Material for the purposes of the conduct of the Training for the Covered Programmes. INCIT reserves the right to make any amendments, modification or variation to the Training Materials from time to time. INCIT shall notify the Approved Training Provider of any such amendments, modification or variation of the Training Material.
5. AUDIT AND INFORMATION RIGHTS
5.1
Provided always that INCIT shall give no less than one (1) month’s prior notice of its intent to conduct an audit, the Approved Training Provider shall allow INCIT or any of its representatives access to the Training Centre(s) to observe the conduct of the Covered Programmes, and to generally monitor the Approved Training Provider’s performance of its obligations under the Agreement.
5.2
The Approved Training Provider shall, no later than one (1) month after the end of each calendar quarter, provide a report containing the following information:
(a)
the number of Covered Programmes held and number of Trainees participating in the Covered Programmes held by that Approved Training Provider in the relevant quarter;
(b)
a summary of feedback from Trainees collected after each sitting of Covered Programmes (the summary shall be provided in an anonymised form and without including any information which would allow INCIT to identify the Trainees who provided the feedback);
(c)
a summary of feedback or requests of INCIT from the Approved Training Provider in relation to the Covered Programmes held in the relevant quarter; and
(d)
any other requests or comments from the Approved Training Provider, including any request for opening new Training Centres by the Approved Training Provider or comments on the overall development of the Covered Programmes.
6. DATA PROTECTION, CONFIDENTIALITY AND MANAGEMENT
Data Protection:
6.1
Each Party shall only be responsible for its own compliance with all applicable laws regarding the protection of Personal Data, and other laws, regulations and industry standards applicable to the collection, use, storage, processing and disclosure of Personal Data.
6.2
The Parties acknowledge and agree that each of them has, with respect to its collection, use, processing and disclosure of Personal Data pursuant to these Terms, determined the respective purposes and means of its activities itself. No Party processes any Personal Data on behalf of the other Party. While the Approved Training Provider is under an obligation to disclose certain Personal Data to INCIT pursuant to these Terms, no Party shall be entitled to give instructions to the other Party with regard to the other Party’s collection, use and disclosure of Personal Data.
6.3
Based on its legitimate interests, INCIT will collect, use and disclose Personal Data of Trainers and Trainees (i) which the Approved Training Provider will disclose to INCIT, or (ii) to which the Approved Training Provider will grant access to INCIT. The Approved Training Provider shall inform the Trainers and Trainees that INCIT collects, uses and/or discloses their Personal Data based on INCIT’s legitimate interests and that information about INCIT’s collection, use and disclosure of their Personal Data can be found in the privacy policy available on INCIT’s website.
6.4
The Approved Training Provider represents and warrants that any Personal Data that it will be or is disclosing to INCIT is accurate. This applies particularly to the Personal Data of Trainees which the Approved Training Provider discloses to INCIT via the Covered Programmes Partners Portal. Further, the Approved Examination / Certification Centre shall give INCIT notice in writing as soon as is reasonably practicable should it be aware that any Personal Data it disclosed to INCIT has been updated/and or changed after its disclosure to INCIT. The Approved Training Provider will promptly and fully notify INCIT in writing if any Personal Data has been disclosed in breach of this Clause.
6.5
The Approved Training Provider agrees to indemnify and hold harmless INCIT and any of its affiliates and each of their respective officers, directors, employees, agents and advisors (each an “INCIT Indemnified Party“) from and against any and all liability, expenses, costs, penalties, fines or other losses incurred by any INCIT Indemnified Party based on (i) the Approved Training Provider’s collection, use and/or disclosure of Personal Data, and/or (ii) the Approved Training Provider’s infringement of any obligation set out in Clause 6.
Confidentiality
6.6
The Approved Training Provider shall hold, and where relevant, shall ensure that each of its employees shall hold in confidence, all Training Material made available to it in accordance with these Terms for the duration of the Agreement, and after its expiry
7. INTELLECTUAL PROPERTY
7.1
Without prejudice to the Training and Examination Agreement, The Approved Training Provider acknowledges and agrees that:
(a)
all Intellectual Property Rights in and to the Covered Programmes Partners Portal, the Covered Programmes Trainees Portal, the Training Materials, and the Training Centre Submissions are or will upon their creation, be owned by INCIT and shall remain owned by INCIT;
(b)
no right, title or interest in and to the Covered Programmes Partners Portal, the Covered Programmes Trainees Portal, the Training Materials, and the Training Centre Submissions is transferred, assigned or otherwise conveyed under these Terms to the Approved Training Provider or any other third party other than as expressly provided in the Agreement; and
(c)
it has no rights to market, distribute, sell or license the Covered Programmes, the Covered Programmes Partners Portal, the Covered Programmes Trainees Portal, Training Materials, or the CSA Programme other than as contemplated under the Agreement or to use or copy Covered Programmes in full or in part for its own business or other commercial purposes.
Derivative Works
7.2
The Approved Training Provider hereby agrees to assign, and does hereby assign, to INCIT, all worldwide right, title and interest in and to the Derivative Works, and all Intellectual Property Rights in and to the Derivative Works.
7.3
During and after the term of the Agreement, Approved Training Provider shall, upon INCIT’s request, execute additional documentation confirming INCIT’s sole ownership of the Derivative Works and all Intellectual Property Rights thereto; and to the extent the Approved Training Provider does not do so, the Approved Training Provider hereby authorizes officers of INCIT to sign such documents on the Approved Training Provider’s behalf.
7.4
To the extent that the Approved Training Provider has Intellectual Property Rights of any kind in any pre-existing works which are incorporated in any Derivative Works, the Approved Training Provider hereby grants to INCIT a royalty-free, irrevocable, world-wide, perpetual, non-exclusive license (with the right to sublicense) to make, have made, copy, modify, make derivative works of, use, sell, license, disclose, publish, or otherwise disseminate or transfer such subject matter.
Training Centre Submissions
7.5
The Approved Training Provider acknowledges that all Intellectual Property Rights in and to the Training Centre Submissions shall irrevocably assigned to and shall be owned by INCIT and that INCIT shall be entitled to use, reproduce, disclose, and otherwise exploit the Training Centre Submissions without attribution, payment or restriction, including to improve the Covered Programmes Partners Portal, the Covered Programmes Trainees Portal, the Training Materials and/or the Covered Programmes and to create other products and/or services. The Approved Training Provider irrevocably and unconditionally waives all moral rights, rights of publicity, rights of privacy, and any other similar rights (whether presently existing or in the future created) conferred under the laws of any country in the world relating to the Training Centre Submissions to which it is or may be entitled.
7.6
For the avoidance of doubt, the Approved Training Provider hereby confirms and acknowledges that all Intellectual Property rights in and to the Training Centre Submissions shall vest in INCIT and the Approved Training Provider shall not in any way, dispute or question the ownership by INCIT of any such rights.
7.7
In the event such assignment to INCIT is invalid for any reason, the Approved Training Provider hereby irrevocably grants to INCIT a perpetual, paid-up, royalty-free, non-exclusive, worldwide, irrevocable, freely transferable, sub-licensable right and license to use, reproduce, perform, display, and distribute the Training Centre Submission and to adapt, modify, re-format, and create derivative works from the Training Centre Submission for any purpose.
7.8
The Approved Training Provider further agrees to provide INCIT with such assistance as INCIT may reasonably require to document, perfect, or maintain INCIT’s rights in and to the Training Centre Submission, and acknowledges that the Company shall be entitled to, and shall treat any Submission as non-confidential and non-proprietary.
7.9
The Approved Training Provider warrants that:
(a)
that it has or will have the right to grant to INCIT the respective rights specified under these Terms;
(b)
that the Training Centre Submissions submitted to INCIT are its original work or ideas or are otherwise obtained by the Approved Training Provider in a lawful manner;
(c)
that the use by INCIT of the Training Centre Submissions will not result in the infringement by INCIT of the Intellectual Property Rights of any third party.
7.10
The Approved Training Provider undertakes that it shall, as and when required by INCIT, from time to time do all acts and execute such further documents as may be reasonably necessary from time to time in order to give effect to the assignment under Section 7.5 and/or to confer or vest the Intellectual Property rights in, to or in respect of the Training Centre Submissions in INCIT.
7.11
The Approved Training Provider warrants that
(a)
it has or will have the right to grant to INCIT the respective rights specified under these Terms; and
(b)
the use by INCIT of the Training Centre Submissions will not result in the infringement of the Intellectual Property rights of any third party.
