“Agreement” means the agreement between ITpreneurs and Partner, consisting of the Partnership Contract and its Appendices, the ITpreneurs Partnership Terms of Service and all relevant Exhibits.
“Blended” means instructor led Training, which can be Classroom Based or Virtual, complemented with self paced eLearning or video based learning or other forms of online learning content.
“Class” means one (1) or more online, electronic or physical classroom, or blended training activities organized by Partner or ITpreneurs wherein Courseware or Instructor Services are presented in a specific timeframe.
“Confidential Information” Information that discloser wants to be treated as confidential that shall include all non-public information, written or oral, disclosed, through any means of communication by the disclosing Party to the disclosing Party.
“Courseware” means electronic and printed Student Materials, Instructor Packages and other solutions provided by ITpreneurs, distributed as handouts, PowerPoint presentation, which comes in printed form, online forms or as electronic copies, including but not limited to the Learning Portal.
“Credit Limit” means the maximum amount of credit that ITpreneurs will extend to Partner. This is the total of all orders not yet invoiced added with the unpaid invoices of Partner to ITpreneurs.
“Customer” means the entity to which Partner has agreed to provide ITpreneurs Products and/or Services.
“Delivery Factsheet” Defines the delivery related procedures and requirements for a specific Class.
“eLearning” means and education provided online and/or through other electronic media.
“Factsheet” means the document containing information around ordering process and/or requirements, standard operating procedures, course delivery requirements, instructor qualification and readiness requirements, conditions imposed by accreditors or third party providers around specific products and services. Fact Sheets can be classified as and consist of course factsheet, delivery factsheet, Instructor factsheet, exam delivery sheet etc.
“Voucher” means a procured right, ordered through ITpreneurs Voucher System, that allows Participant or Partner to register and book for specific products and services, e.g. exams, elearning, eBooks, etc.
“ITpreneurs Price List” means the document containing the specific prices for various Products and Services for Partner. This document is electronically published and distributed to Partner.
“Instructor Services” means the agreed provision of a Class by an Instructor provided by ITpreneurs to Partner or a Customer.
“Instructor Package” means the educational Courseware component for ITpreneurs Instructor or Partner Instructor to provide the Class to Participants.
“ITpreneurs Instructor” means the qualified person supplied by ITpreneurs to provide the training delivery to Partner, or to Partner’s Customer on behalf of the Partner.
“Learning Portal” means the ITpreneurs web portal that can be made available to Partner to provide access to eBooks and eLearning to course Participant(s)
“License” means an access right consisting of a unique login ID and Password to access Products for a single, unique Participant for a time limited duration.
“My ITpreneurs” mean the online order management and materials management system available to partners to order Products & Services.
“Order” means request for purchase of any ITpreneurs Product and/or Service by Partner through one of the specified channels.
“Participant” refers to the individual attending a course, using an eLearning license or taking an exam with the Partner where an ITpreneurs Product or Service has been used.
“Partner LMS” Learning Management System that Partner deploys can be owned, developed or licensed and Partner and is not provided by ITpreneurs.
“Partner Instructor” means the qualified person supplied by Partner to provide the training delivery using ITpreneurs Courseware to Partner, or to Partner’s Customer on behalf of the Partner.
“Partner Course Calendar (PCC)” means a calendar of Classes, both as virtual classroom and / or physical classroom delivery mediums, organized by ITpreneurs which Partners can market to their customers and sell seats into against a pre-agreed fee.
“Product” means any product such as courseware, eLearning course, exam or certification, publication, Learning Portal etc. that is offered by ITpreneurs in its Products and Services Catalog.
“Services” means any and all services to be provided by ITpreneurs under this Agreement, including but not limited to Instructor Services, accreditation service, exam center services, eLearning services, Learning Portal, Partner Course Calendar services for Partner or Partner’s Customers.
“Student Material” means a printed or electronic manual to be handed out to Participants in a Class which can be printed by ITpreneurs or Partner.
“Third Party Provider” means a Third Party company or individual that provides products or services to ITpreneurs.
“Travel Costs” means all travel related expenses related for an ITpreneurs Instructor who delivers Instructor Services and may include airfare, surface transport, lodgings, per diem and other incidentals.
A. Generic Terms that apply to ITpreneurs Products & Services
Appointment as ITpreneurs Partner
The Agreement grants Partner a limited, non-exclusive, non-transferable right to purchase ITpreneurs Products and Services for the term of this Agreement under the terms and conditions defined herein.
Intellectual Property Rights
- All ITpreneurs Products and Services are protected by copyright, trademark, and other laws and may not be used, published, copied, altered or imitated in whole or in part without a valid and specific written agreement with ITpreneurs to do so.
- ITpreneurs warrants that it holds all intellectual property rights in or sufficient licenses for the Product and Services and that ITpreneurs is entitled to provide Partner the rights as set forth in this Agreement.
- Other than the explicitly assigned limited rights to purchase and use ITpreneurs Products and Services, and the limited license to use the trademarks of ITpreneurs no Intellectual Property rights of any kind are being transferred by the Agreement.
- Upon Payment of the applicable Products and/or Service Fees, Partner is granted the right to use the Products and/or Services solely for purpose of training delivery in the territory as agreed in the Agreement.
- Partner shall retain and shall not alter or obscure any notices, markings or other insignia which are affixed to the Courseware, or any part thereof at any time, except as otherwise agreed to in writing by ITpreneurs.
- Partner shall in no form develop, obtain, acquire or play any role in developing any Products which infringe on or are derived in any way from ITpreneurs Products and Services.
- Partner takes full responsibility to ensure that all Partner employees, contractors, customers and suppliers who have access to the Products are informed that all Intellectual Property for the Products are owned by ITpreneurs and that this shall not be utilized for any purpose other than for the purposes as defined in this Agreement. Upon Partner’s termination of relationship with employees, contractors, customers and suppliers, all copies of the Products shall be returned to Partner and any of these parties shall not maintain nor continue to utilize said Products beyond its relationship with Partner.
Pricing, Invoicing and Payments
- Pricing for Products and Services provided by ITpreneurs are as set forth in the ITpreneurs Price List that Partner has received from ITpreneurs.
- Partner has the liberty to set its own sales price for the ITpreneurs Products and Services towards its Customers.
- If Partner’s internal payment processes requires the use of Purchase Order Numbers for processing payment of invoices, Partner will issue a valid Purchase Order number issued under an authorized signatory’s name, to ITpreneurs for every order placed with ITpreneurs relating to the purchase of Product or Service.
- ITpreneurs will send an invoice when Partner confirms the Order.
- Payment terms are as set forth in the Partnership Contract.
- Pricing for new Products and Services is periodically released in the ITpreneurs Price List.
- Administrative fees, including but not limited to late order fees, cancellation fees, picking and handling charges, etc. may be applicable under certain circumstances for specific Products and Services.
- ITpreneurs, at its sole discretion, reserves the right to modify the ITpreneurs Price List from time to time by giving 60 days notice.
- For price increases related to Third Party Products & Services that are offered by ITpreneurs, the notice period for the price increase will be the same as that imposed on ITpreneurs.
- Any applicable taxes including any local, regional, national, withholding taxes or any other applicable taxes or duties including VAT shall be levied as appropriate and shall be passed through to Partner without mark-up. All prices and rates quoted in the ITpreneurs Price List exclude such taxes and duties, unless specifically mentioned. Payments to ITpreneurs will be exact amount as per the ITpreneurs invoices to Partner.
- All late payments shall be subject to an interest charge, which shall accrue at the rate that is the lesser of 2% over Euro Libor per month, or the maximum rate permitted by law. In the event one or more invoices are overdue, ITpreneurs will reserve the right to put delivery of any further Partner orders on hold, even if already ordered, and may suspend the Partner’s account in ITpreneurs ordering system and in delivery and marketing support systems till the time that all overdue invoices and any invoices related to accrued interest due to late payments have been paid to ITpreneurs.
- In case of late payments ITpreneurs reserves the rights to change the Payment Term and/or the Credit Limit granted to Partner.
ITpreneurs Trademarks and Marketing Materials
ITpreneurs hereby grants to Partner a non-exclusive, non-transferable license during the term of this Agreement to use and reproduce the ITpreneurs trademarks and trade name solely to market the Products and Services. Partner shall use such ITpreneurs trademarks as per guidelines issued by ITpreneurs on the use of trademarks, without additions or omissions and only as a reference to the Products and Services related to ITpreneurs.
Limitation of Liability
- In no event shall the total collective liability of ITpreneurs, its employees, directors, officers, agents or Third Party Provider or suppliers to Partner for any claim related to this Agreement, regardless of value or nature, exceed the total amount paid by Partner to ITpreneurs in the last 24 months hereunder or USD 20,000, whichever is lesser. ITpreneurs shall not be liable for consequential or punitive damages.
- The limitation set forth in this section shall not apply to damages that are directly attributable to either Party’s
- willful or reckless misconduct,
- breach of its confidentiality and,
- if and to the extent that such limitation is prohibited by applicable mandatory law, and
- indemnification obligations for Intellectual Property breaches as provided for in this Agreement.
Term and Termination
- The term of the Agreement shall be as stated in the cover page of the Agreement (the “Initial Term”); thereafter this Agreement shall renew automatically for one year. To prevent automatic renewal of a continuation term, either Party must provide the other Party with written termination notification no less than thirty (30) days prior to the end of the then-current term.
- Either party may terminate this Agreement without cause upon thirty (30) days’ prior written notice.
- This Agreement may be terminated for Cause immediately by written notice upon the occurrence of any of the following events:
- By either Party, if the other Party ceases to do business, or otherwise terminates the business operations of the division or business group relevant to this Agreement;
- By either Party, if the other Party becomes insolvent or seeks protection under any bankruptcy, receivership, trust, deed, creditor’s arrangement composition or comparable proceeding, or if any such proceeding is instituted against the other and not dismissed within thirty (30) days;
- By either Party, if the other Party breaches any material provision of this Agreement (including, without limitation, failure to pay any fees or other charges when due) and fails to fully cure such breach within thirty (30) days (ten (10) days in the case of failure to pay) of written notice describing the breach.
Effect of Termination
- Upon such termination by either Party, Partner shall return all Confidential Information to ITpreneurs. Each Party will immediately cease use of the other Party’s trademarks, trade names, service marks, or other designations and pay all outstanding debts to the other Party within 10 days.
- Termination by either Party will not affect the rights of any Customer that acquired a license to ITpreneurs Product or Services on a date prior to the contract termination date.
- The rights and obligations of the Parties, which by their nature would be expected to survive termination, shall survive termination of the Agreement.
- Upon termination by either party, Partner shall forward to ITpreneurs any and all materials pursuant to the Agreement up to the effective date of termination, and any and all materials that are the property of ITpreneurs.
Records, Reporting and Audit
- Partner shall keep accurate accounts sufficient to document all sales transactions and usage of the purchased Products and Services conducted under the Agreement. These records shall be retained for a minimum period of eighteen (18) months post the delivery dates.
- ITpreneurs shall have the right during the term of this Agreement and for a period of eighteen (18) months following the expiration or termination of this Agreement for any reason to have its representatives perform an inspection of the applicable records of Partner for the last eighteen months as related to usage of Products and Services, or other activities conducted under this Agreement. Any such inspection shall be permitted by the Partner within fifteen (15) days of receipt of ITpreneurs’ written request to inspect, during normal business hours, at a time to be mutually agreed upon by the Parties.
- ITpreneurs shall provide a copy of the report from such inspection to Partner promptly upon its completion and Partner shall within thirty (30) days pay to ITpreneurs the amount of any additional fees shown to be due by such report.
- The cost of each such inspection will be borne by ITpreneurs unless the inspection reveals an underpayment of five percent (5%) or more of the total amounts due to the ITpreneurs during the audited period, in which case Partner shall reimburse ITpreneurs for its reasonable out-of-pocket audit costs.
- In case Partner is unwilling or unable to allow such inspection or share complete records related to sales transactions and usage of the purchased Products and Services, ITpreneurs retains the right to take legal action to have the records available or to seek damages seeking misuse of intellectual property.
- The receiving Party agrees that it shall not use Confidential Information for any purpose other than for the purposes of this Agreement, and shall not disclose the Confidential Information to any third party except with the express prior written consent of the disclosing Party. The receiving Party shall limit any internal disclosure of Confidential Information to employees having a need to know such information for the execution of this Agreement.
- The obligations of this Agreement shall not apply to:
- information that on the date of disclosure is in the public domain;
- information that is published or otherwise becomes part of the public domain through no fault of the receiving Party after the date of the disclosure;
- information that is already known and in the possession of the receiving Party on the date of disclosure hereunder as evidenced by written record
- information that is independently developed by the receiving Party;
- (e) information that the receiving Party can show is received by it after the date of disclosure hereunder from a third party who did not receive such information under an obligation of confidentiality; or
- information that the receiving Party is required to disclose to a third party by virtue of a court order or a statutory obligation, provided that notice is provided by the receiving Party to the disclosing Party reasonably in advance of any such disclosure to enable the disclosing Party to take appropriate steps to protect its confidential or proprietary information.
- The Parties agree that all Confidential Information shall remain the property of the disclosing Party, and no license, express or implied, under any patent or other intellectual property right, is granted under this Agreement.
- ITpreneurs warrants that all Services shall be provided with reasonable skill and care, that the ITpreneurs Instructors used shall be appropriately skilled, trained and certified. All other warranties are excluded to the extent that such can be excluded by law.
- Unless agreed otherwise in writing, the Products and Services have not been designed to meet individual Participants preferences and requirements.
- Products and Services are provided “as is” and ITpreneurs does not warrant that the Products and Services are error free. ITpreneurs hereby disclaims any and all liability on account thereof.
- ITpreneurs does not warrant that the Services will be uninterrupted, or that the Services will meet any particular user requirements. ITpreneurs hereby disclaims any and all liability on account thereof.
Return Policy for printed and digital Products
- For printed Products (Student Materials, etc) that have not yet been printed: In the event that the order has not yet been processed, modification or cancellation is possible but an administrative fee may be applicable.
- For printed Products (Student Materials, etc) that have been printed: printed Products cannot be returned or credited, regardless of cancellation date or reasons for cancellation. The printed Product can be used by Partner in a future delivery
- For digital products (Vouchers, exams, eLearning, eBooks, etc): once the digital Products have been issued, the full amount will be invoiced. Digital Products that have not been used (accessed, consumed, redeemed) can be returned within 30 days of issue and will be credited to the Partner. Some of the returns may be subject to an administrative fee.
- In all cases Partner will be invoiced for the number of items ordered and not the number of items consumed. In the event Partner returns specific Products, the initial invoice will be credited accordingly.
- Partner acknowledges that changes to the syllabi for which the Courseware are developed may be outside the control of ITpreneurs.
- ITpreneurs will inform Partner to which version of the Syllabus a specific Courseware complies but cannot guarantee that Courseware complies with newest versions of any Syllabus, nor can partner demand any other versions of the Courseware other than ITpreneurs can provide for to Partner.
- In the event a Third Party Provider, accreditor or other intellectual property owner terminates its relationship with ITpreneurs, ITpreneurs will inform Partner of such event. Any rights under this Agreement to purchase and distribute the affected product(s) are automatically terminated as per the notice period and end date provided by the Third Party Provider.
- ITpreneurs will indemnify and defend Partner against any claim that the use or sale of one or more Products infringes a valid patent, copyright, trade secret or other proprietary right. ITpreneurs will pay resulting costs, damages and reasonable attorneys’ fees finally awarded against Partner or agreed to in any settlement provided that:
- Partner promptly notifies ITpreneurs of any such claim;
- ITpreneurs has sole control of the defense and all related settlement negotiations; and
- Partner cooperates in the defense and furnishes all related evidence in its control.
- If such a claim has occurred, or in ITpreneurs’ opinion is likely to occur, Partner shall permit ITpreneurs, at ITpreneurs’ option and expense, either
- to procure for Partner the right to continue using such Products or
- to replace or modify them so they become non-infringing. If neither of these alternatives is reasonably available, Partner shall return the infringing Products upon request. ITpreneurs agrees to grant a credit for such returned items commencing with the date of acceptance.
- ITpreneurs shall have no liability or any indemnification obligation for any claim based upon:
- The use of outdated Products;
- Modifications to one or more Products if such modifications are not made by ITpreneurs or are made by ITpreneurs on behalf of Partner’s specifications or instructions;
- Partner hereby agrees to indemnify, defend and hold harmless ITpreneurs, ITpreneurs partner organizations, its employees, directors, officers, agents and Third Party Provider and suppliers from all claims, damages, losses, costs, expenses, demands, suits and actions (including without limitation attorneys’ fees, expenses and settlement costs) arising out of:
- Partner’s breach of this Agreement;
- Partner’s failure to comply with relevant laws and regulations;
- Partner’s making representations or warranties, which are not authorized by ITpreneurs hereunder;
- Partner’s failure to receive approval from any industry association or industry consortium for use of such association’s or consortium’s trademarks, trade names and service marks
Jurisdiction and Arbitration
- In case of litigation about this Agreement the courts in the following countries will be competent. If Litigation about this Agreement has been brought before one of these courts, that court will have exclusive competence from then on. Courts for which proceedings can be brought are:
- Any established court of Arbitration
- The Tokyo District Court
- The courts of the country and state where Partner has its domicile
- The courts of the country where the breach of contract is claimed to have occurred
- The applicable law for dispute resolution is the law of the country where the litigation takes place (lex fori).
Notice & ITpreneurs Contact Details for ordering Products and Services
- Any notice or other communication given pursuant to this Agreement must be in writing for which the receipt by the receiving Party can be shown. For example registered mail with receipt confirmation, facsimile, or e-mail on which a clear individually written e-mail reaction was given, proving the receipt of the e-mail by the receiving Party. Automatic receipt confirmation is insufficient.
ITpreneurs Japan Asia Pacific, Inc.
FDC Kojimachi Building 5F,
2-3-3 Kojimachi Chiyoda-ku Tokyo Japan
Attention: Service Operation
Telephone: +81 (0)3 5856 5856
- ITpreneurs and Partner will inform each other of any changes in the Contact Details by mail
- Partner will read, understand and follow the processes as outlined in the Factsheets as provided by ITpreneurs. The Factsheet may change at ITpreneurs’ sole discretion upon reasonable notice to Partner. In case of any conflict between this agreement and the Factsheet with respect to a nonmaterial change, the specifics as outlined in the Factsheet will take precedence.
Severability: If any portions of this Agreement are determined to be invalid or unenforceable, the remaining portions shall nevertheless remain valid and enforceable.
Language of Communication: English is the primary and for most types of communication the only language of communication. All communication with most stakeholders is conducted in English. Only in specific geographies in the delivery of certain Products and Services or where required by law is ITpreneurs obliged to do communication in another language.
Waiver: Neither Party shall be deemed to have waived a right, power, or privilege provided for hereunder, unless such waiver is made in writing, and signed by the Party against whom such waiver is sought.
Force Majeure: Neither Party shall be liable for any delays in performance or failure to perform any of its obligations hereunder where such delay or failure arises due to reasons beyond its reasonable control, provided that the Party affected by such force majeure event promptly notifies the other Party of the cause and duration of any delay resulting there from.
Compliance with Laws: ITpreneurs agrees to comply with all laws, rules, and regulation applicable to the services provided by ITpreneurs under this Agreement, including without limitation in respect of data protection, privacy, and security of end-user data, and end-user personally identifiable and financial information. Without limiting the generality of the foregoing, ITpreneurs agrees to abide by industry best practice standards applicable to the protection and security of all end-user data.
Injunctive relief: Parties agree that breach of the clauses protecting intellectual property and confidentiality will cause irreparable damages to the other Party. Therefore Parties can seek equitable relief, including injunctive relief and specific performance, to protect these interests without having to prove actual damages and without having to post a bond or other securities.
No soliciting: Partner shall not during the Agreement and for twelve (12) months after termination thereof, without ITpreneurs prior written agreement, solicit or offer employment or any other form of engagement to any of ITpreneurs’ employees.
No relation: This Agreement implies no other relation between parties than provided explicitly herein. Partner is not authorized to legally represent ITpreneurs, and is no employee, consultant, general representative or any type of agent of ITpreneurs.
Retirement: ITpreneurs will give Partner 60 days notice before retiring or discontinuing Courseware, unless otherwise defined for specific Products or Services in the product specific exhibit as part of the Partnership Agreement.
Any variation to these Terms (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by ITpreneurs.
Accreditation: It is Partner’s responsibility to comply with specific accreditation or quality criteria that may apply for Partner in order to deliver the relevant Products and Services to the market.
Survival: The provisions of this Agreement, which by their intent and/or context are intended to survive the termination of this Agreement, shall survive.
1. Use of Student Materials
- Student Materials can consist of printed or electronic content. This section sets out the conditions for Student Materials.
- One (set of) Student Material is valid for one unique individual, within the agreed validity term.
- Partner shall purchase at least one set of Student Material for each Participant in a Class.
- Student Materials must be purchased from ITpreneurs prior to being used by Partner, unless expressly agreed in written between the Parties.
- Student Materials cannot be photocopied or scanned or in any other forms replicated by Partner without prior written consent of ITpreneurs.
- Partner will be invoiced for the number of student materials ordered, not the number consumed.
- Printing Costs and Shipping Fees for printed Student Materials are separately charged to Partner.
- It is Partners responsibility to deliver the Student Materials to the Participants.
2. Instructor Provisioning
- In general Partner may use Instructors from ITpreneurs or use own employees or contractors as instructors (“Partner Instructor”), provided they are qualified to teach, per accreditor requirements for specific Products or Services. Specifics can be found in the Factsheet.
- Partner can request Instructor Services through the regional ITpreneurs Service Operations Team or any order management system made available by ITpreneurs.
- All Partner Instructors who are authorized by ITpreneurs to deliver a Class using ITpreneurs Courseware are required to meet the instructor requirements as described in the Factsheet related to the Product.
- Instructor Services can be cancelled at no charge upto 3 weeks (15 business days) prior to a Class start date, unless different cancellation conditions are defined for a specific program and expressly agreed in the program or domain specific terms and conditions.
- Partner will comply with the requirements as stated in the Factsheet of a specific course. Where it is Partner’s responsibility to provide Training Premises and facilities Partner shall provide instructors with reasonable and safe access to such premises and Venue conditions as appropriate.
- The instructor Rates in the ITpreneurs Price List are exclusive of any costs incurred for Travel Costs. Travel and other out of pocket costs are additionally charged on top of Instructor Rates based upon the actual costs incurred or as per specific Agreement between parties. This includes all instructors delivery related expenses such as airfare, surface transport, lodgings, per diem and other incidentals.
- ITpreneurs endeavors to keep instructor travel costs as low as possible. Please be aware that as a result of this, in most cases, non-refundable flights are utilized. In case of cancellation of Instructor Services, full fare for such flights and other incurred costs will be charged.
- In the event that the order for Instructor Services is cancelled the following fees will apply:
- Less than 3 weeks prior to the Class start date, 50% of the agreed instructor rate and incurred travel, lodging, and all other out of pocket incurred costs will be charged per actuals.
- Less than 2 weeks prior to the Class start date, 75% of the agreed instructor rate and incurred travel, lodging, and all other out of pocket incurred costs will be charged per actuals.
- Less than 1 week prior to the Class start date 100% of the agreed instructor rate and incurred travel costs will be charged In all cases, flight change or cancellation fees will be charged in full (100%).
- Instructor Services ordered less than 7 days before a Class starts date may be subject to late booking fees.
- A valid Instructor Package may be required to allow Partner Instructor to provide a Class on a specific ITpreneurs Courseware. If the Instructor Package is required, Partner or Partner Instructor shall procure one Instructor Package for each Partner Instructor before Partner’s Class commences.
- Procured Instructor Packages are valid up to a next major release of that Instructor Package. ITpreneurs at its sole discretion has the right to introduce new releases of the Instructor Packages.
3. Provision of eLearning Courseware and Services to Partner
- One License to the eLearning Courseware is provided to one unique Participant and is not transferable to other persons.
- ITpreneurs standard access term offered for an eLearning License is 90 days starting from the time of the first login into the delivery environment by the Participant. There might be cases where the offered access term varies from the standard access term. The specific access term related to a product is available on the Factsheet.
- Partner can procure Licenses in bulk and can assign these procured Licenses to any single, unique Participant for one (1) year from the date of purchase of the Agreement.
- Partner may not copy or modify the eLearning Products without prior written consent of ITpreneurs.
- eLearning Courseware may be upgraded, modified or extended from time to time by ITpreneurs. ITpreneurs publishes the release calendar for the new releases in advance.
- Licenses for eLearning Courseware provided by Partner to Participants shall be delivered through the Learning Portal at the following URL: http://campus.itpreneurs.com/, or a similar URL as may be designated by ITpreneurs from time to time by advance written communication to Partner.
- Participant support and Learning Portal support is as set forth in the section “Learning Portal Service Level Agreement”
- Partners with their own Learning Management System who desire to integrate the Courseware in Partner’s own LMS agree to be bound by the section “Content Integration in Partner LMS”
- The most updated technical requirements should be taken into account for using ITpreneurs eLearning. This can be found on a link on the Learning Portal.
4. Partner Course Calendar (PCC) Service
- Partner can sell into PCC under the conditions as set forth in this section.
- PCC Classes can be Classroom, Virtual or Blended.
- ITpreneurs will use instructors who are qualified and certified.
- Any announcements, advertisements or invitations published by ITpreneurs regarding PCC Services shall be deemed as non-binding to ITpreneurs.
- Partner registers Participant into PCC through ITpreneurs Service Operations Team or any Course Booking Process or System made available by ITpreneurs
- All PCC transactions are bound by ITpreneurs Terms of Service
- ITpreneurs will issue an invoice to Partner per order placed for a PCC class as per the specific price agreement around PCC classes that exists between Partner and ITpreneurs, or based on the standard PCC Class Participant price for the specific program as listed in ITpreneurs Price List. ITpreneurs must receive payment for the invoiced amounts as per the payment terms stated on the invoice.
- ITpreneurs will provide Partner with a reservation notice as soon as possible after receipt of the order.
- ITpreneurs will share the conditions including where applicable the minimum number of Participants required to run a PCC Class.
- A “Guaranteed to Run” PCC Class will always run if there is a minimum of 1 Participant.
- In the event of possible cancellation a decision is typically made 3 weeks (15 business days) prior to the class. ITpreneurs will use all reasonable efforts to give timely notice of any PCC Class cancellation. Partner is entitled to a refund of any fee paid with respect to the cancelled services but shall not otherwise be entitled to any compensation, costs, losses or damages arising from such cancellation.
- On Participant’s request ITpreneurs will do its best to re-register the Participant to another scheduled Class.
- Notification of cancellation of an order by the Partner must be made in writing (including email) to the regional ITpreneurs Service Operations Team as designated under ITpreneurs Contact Details
- Partner can cancel a PCC Training course at no charge up to three 3 weeks (15 business days) prior to start date of the PCC Class upon a written request
- In case no request is received in writing from the Partner about the cancellation of a PCC order within these three (3) weeks prior to the start date of the Class, no refunds or can be granted and the full Class fees (100%) will be charged.
- Participant substitution can be accommodated at any time at no additional cost until 3 working days prior to the start of the PCC class, except in the case of Virtual courses where Student Materials are shipped to the Participants several weeks prior to the start of the PCC class. In the case of Participant substitution in a virtual PCC class, all out of pocket costs incurred by ITpreneurs in shipping costs of return and re-shipping of Student Materials, plus an administrative fee will be charged to the Partner.
- Late booking surcharge may be applied to all orders for PCC classes planned to start within 1 week of the Class start date.
- ITpreneurs maintains a waiting list for selected courses that are fully booked. In case of cancellations by Participant(s) for a certain PCC Class, the candidates on the waiting list will be invited to join for the Class based on their order in the waiting list.
- If a Participant fails to attend a part or all of the Class for any reason, no credits or refunds are provided.
- Participants are required to behave courteously and professionally throughout the Class. ITpreneurs reserves the right to take required actions including removal of a candidate from the PCC class against a misbehaving or unreasonable participant, while keeping the Partner informed.
- ITpreneurs reserves the right to get in touch with the Participant directly only for the purposes related to the specific PCC course.
5. Provision of Examination Services
- In order to procure certification exams, Partner may be required to sign specific agreements required by the relevant accreditor, exam institute or IP owner of the framework/standard. These agreement specify additional terms aspecific to the particular certification exam or framework which Partner and ITpreneurs are required to adhere to and may be subject to additional fees assessed by the accreditor(s).
- Partner shall furnish, at ITpreneurs request, all necessary information required to sign up and maintain relevant status with relevant Examination Institutes, Accreditation Bodies and/or Intellectual Property owner of the framework/standard.
- Partner shall provide facilities and services in accordance with requirements for specific exams.
- Partner will send all exam requests to the appointed ITpreneurs Exam Team as provided in the contact section for scheduling along with the required information for the exam scheduling and delivery to take place. Incomplete information provision by Partner could result in delays around scheduling and delivery of exams.
- Each exam has its own scheduling and delivery lead times. ITpreneurs recommends that exam scheduling requests be submitted to prior to the given lead times as provided in the Factsheets. Late booking surcharges may be applied to exam scheduling requests submitted outside the lead time window.
- Partner will place all exam scheduling requests in an agreed, predefined format according the Factsheet and where applicable based on the template provided.
- Partner takes responsibilities for all tasks that the Partner and Participant are required to do as per the Factsheet and/or exam institute instructions prior to the delivery of exam at the scheduled time.
- Exam Vouchers need to be redeemed prior to the expiry date of the Exam Voucher. Any conditions around usage and expiration of Exam Vouchers are specified in the Factsheet.
- ITpreneurs team will:
Request exam vouchers with Accreditor, IP owners for the framework or Examination Institutes as required;
Schedule the exams with Examination Institutes where required;
Assign proctors where required;
Register Participants to exam sessions where required.
- ITpreneurs shall assist the partner in assigning a proctor for an exam session when required.
- For some frameworks, the proctor may not be the same person as the trainer.
- In all cases: the person nominated as proctor must hold a position of authority in the partner organisation and under no circumstance be a direct employee, subordinate or relative of the candidate.
- When the proctor IS ASSIGNED by Partner, Partner will ensure that the proctor:
– Is aware of and understands all the relevant procedures for receiving, distributing and returning exam papers.
– Is aware of and understands all the relevant procedures for invigilating an exam session
– Is aware of and understands the communication channels to report incidents or difficulties in performing the necessary tasks.
– Ensures that the confidentiality and integrity of the exam is preserved, shall not take any action or make any statement that in any way affects the exam confidentiality or integrity, and shall take any measures necessary to prevent or mitigate any threats to the confidentiality or integrity of the exam as soon as they become aware of any such threat.
- In case there are multiple organizations offering the same exam, ITpreneurs retains all rights to work with any Accreditor, IP owners for the framework or Examination Institutes that it chooses. Partners cannot insist that exams are procured from or scheduled with a specific organization.
- Refunds are excluded in the case that the Participant does not show up for a scheduled exam.
- If a Participant wishes to reschedule an already scheduled exam, an administrative fee may be applicable for the rescheduling.
- Some Accreditor’s charge a fee for registering Proctors, those fees will be charged additionally to Partner.
- Partner will make sure that all Participants have registered for the exam where required.
- All communication with Partner and Participants will be in English language.
6. Accreditation Services for Partner
- ITpreneurs provides accreditation management services to assist and facilitate Partners achieving organizational or instructor accreditation with the relevant authorities.
- ITpreneurs does not in any way guarantee success in the accreditation process. The success of the accreditation process shall rely on Partner’s ability to successfully demonstrate compliance with all the accreditation requirements and the final decision on the accreditation application will always reside with the accreditation body.
- ITpreneurs will provide to Partner information around accreditation requirements, and requirements to continue to maintain the relevant status as required by the relevant accreditation body.
- ITpreneurs will charge Fees for application and management of the accreditation process as per the relevant accreditation services in the ITpreneurs Price List.
- Responsibility to maintain the requirements to achieve accreditation, maintain accreditation or re-application of accreditation process resides with the Partner.
- ITpreneurs may request to audit Partner’s organization, processes or the competencies of certain individuals in those cases where the Partner’s accreditation is based on or associated with ITpreneurs accreditation. Such audits will be planned, scheduled and conducted as per the relevant Accreditor’s requirements.
- Partner can from time to time be requested to provide information, in order to maintain accreditation either by ITpreneurs, Accreditor or another organization tasked with certain responsibilities to ensure accreditation requirements are met.
7. Learning Portal Service Level Agreement
- When licensing ITpreneurs Learning Portal, Partner shall get access to a Partner branded login environment for the Learning Portal.
- ITpreneurs shall host the Learning Portal on behalf of the Partner, and make it available to Partner through a pre-agreed URL.
- ITpreneurs shall use commercially reasonable efforts to support the operations of the Learning Portal.
- ITpreneurs Technical Support is provided only towards Partners or Participants who are experiencing technical issues in the operation of the Learning Portal or learning portal training content.
- ITpreneurs provides email based technical support. Support is provided via the ITpreneurs Servicedesk and is accessible via email@example.com.
- ITpreneurs hosts the Learning Portal with internationally known and reputed hosting providers, and ITpreneurs seeks upwards of 99.5% availability of the server and database from the hosting providers calculated on an annual basis. In case of network outage or server outage at the hosting provider side, ITpreneurs will do its best to inform the Partner and all active Participants.
- ITpreneurs support services does not cover issues that are related either to internal customer network configuration settings such as the organizational firewall or ports, or issues which are related to the browser versions that are not supported by ITpreneurs for accessing the Learning Portal.
- Servicedesk shall record all interruptions (incidents) that are reported and shall assign an incident number to each service interruptions reported by Partner. The incidents shall be tracked by the Servicedesk until closure. All incidents shall be recorded by ITpreneurs for trend analysis.
- All recorded incidents are categorized based on impact and urgency into Major, Medium and Minor incidents. Each category of incidents has a specified response window attached with the assigned category.
- In the case of no response or unsatisfactory support by the ITpreneurs Servicedesk, escalation can occur to the ITpreneurs Sr. Service Operations Manager. The ITpreneurs Sr. Service Operations Manager can be reached through firstname.lastname@example.org.
- ITpreneurs Servicedesk team is only able to provide support in the English language, and hence is only able to cater to requests received in English language.
- ITpreneurs will periodically and as necessary remedy any malfunctions, errors or failures, provide upgrades to the Learning Portal to enhance functionality and to remove any bugs which might exist in the Learning Portal. Such upgrades on occasions might lead to some scheduled downtime. ITpreneurs provides advance notification of such scheduled downtime at least 72 hours in advance of the planned outage, except in case of Urgent changes required to ensure continuity of service.
- ITpreneurs will not be liable to offer Support for any outages that results from:
Downtime due to Partner-initiated changes whether implemented by ITpreneurs on behalf of Partner;
Downtime due to Partner’s failure to adhere to ITpreneurs’ change management process and procedures;
Downtime caused by Acts of God or natural disasters;
- Any event or condition created as a result of violations of ITpreneurs’ Acceptable Use Policy;
The negligence or willful misconduct of Partner or others authorized by Partner to use the ITpreneurs Products and Services;
Any failure of any component for which ITpreneurs is not responsible, including but not limited to all Partner-provided or Partner-managed electrical power sources, networking equipment, computer hardware, computer software or web site content;
Any failures that cannot be analyzed or corrected because of the Partner resources being unavailable or the Partner environment being inaccessible.
Incident Response Time and Support Window
- ITpreneurs service desk support is provided via email. There are 3 kinds of severity categorizations of incidents:
- Major. Learning Portal is not available, functional or starting up. Response time is within 4 business hours.
- Medium. Certain Functionality or integration is not available, functional or starting up within the Learning Portal. Response time is within 2 business day.
- Minor. One or more users have an issue, however are able to perform most activities in the Learning Portal. Response time is within 4 business days.
- For Participants with specific questions which are content related and require inputs assistance. Response time is 5 business days.
- ITpreneurs defines two support windows: Core Support Hours and Extended Support Hours. Core Support Hours are included with any portal license. Extended Support Hours are optional and incur an additional fee. ITpreneurs support hours are available on www.itpreneurs.com/globalservicedesk.
8. Content Integration in Partner’s LMS
- ITpreneurs offers services to integrate its eLearning content to run on Partner’s Learning Management System subject to the support of the applicable standards. Pricing is as per the ITpreneurs Pricelist.
- ITpreneurs Technology team might require remote access to the Partner LMS system to support Partner integrating the eLearning content.
- Partner will make available resources that are required to facilitate the integration process and coordinate the integration with ITpreneurs.
- At ITpreneurs request, Partner will demonstrate evidence of internal processes and technical infrastructure that ensures security of ITpreneurs IP, course access is granted to unique individuals, and there is proper recording of Licenses consumed.
- Prior to the integration of the complete eLearning course(s), ITpreneurs makes available one (1) module to Partner with the objective to test the integration and technical requirements. After this evaluation, ITpreneurs will provide the final proposal estimating the time spend to complete the eLearning content integration.
- If updates to the Product content are available, ITpreneurs will inform the Partner around these update. Once Partner confirms the interest to upgrade the Product content to the latest version, ITpreneurs will provide a cost estimate for the integration, and work with Partner on the upgrade plan.
- Partner will provide a monthly usage report to ITpreneurs by the 3rd day of the subsequent month that includes details for the number and end users’ related data that were assigned the eLearning course(s).
- ITpreneurs will send a monthly invoice by the 5th day of each month related to the previous month eLearning license consumption.
- Partner acknowledges that receiving the eLearning Products for integration purposes does not in any manner represent a transfer of ownership of the Intellectual Property. IP around eLearning Products shall remain with ITpreneurs.
- After termination of this agreement or termination of this Service Partner shall terminate all activities related to the courseware and on termination Partner will remove ITpreneurs eLearning Courseware from the LMS. ITpreneurs can request evidence to confirm that this action has been completed, to be supplied within one month after such request.
- ITpreneurs or any third party designated by ITpreneurs can perform an independent and unrestricted audit to validate the actual usage consumption, and internal processes related to assigning and using licenses at most twice a year. Partner will make all information available during such an audit to the auditor. In the case of any discrepancies in the orders or usage of ITpreneurs eLearning Courseware, or for products or services procured from ITpreneurs, or for any breach to any clauses in this agreement which is uncovered during such an audit, ITpreneurs will retain the rights to charge Partner an interest of 12% per annum on any differences identified. In addition, depending on the nature of breach, ITpreneurs will retain the rights to make additional claims, propose additional measures, or to even terminate the agreement with immediate effect. In case of the differences exceeding 5% of the actual invoiced amounts, or in case of a breach of the clauses in this agreement, Partner will be responsible to pay for the auditing expenses in addition to the immediate financial accrual related to ITpreneurs licensing rights.
9. Courseware co-branding Services
- ITpreneurs provides Partner with the option to order and use “co-branded” Courseware, meaning that the Partner’s logo and copyrights are displayed on the Courseware in addition to and with equal presence as the ITpreneurs marks.
- Partner acknowledges that branding of Courseware does not in any manner represent a transfer of ownership of the Intellectual Property.
- Once printed, co-branded materials cannot be returned or refunded.
10. TTT / instructor Activation Services
- Partner instructors will take all necessary actions to ensure that they are familiar with the Courseware provided by ITpreneurs. This may include purchasing the instructor guide for a specific course, or attending a Train the Trainer session with the ITpreneurs Master Trainer.
- ITpreneurs will make sure that all Partner instructors are registered with the appropriate accreditation authorities when this is required.
- ITpreneurs will make sure that Partner instructors are notified in time when a new version of the Courseware is available.
11. Use of Customizable Courseware
- ITpreneurs offers Customizable Courseware for selected courseware titles. Customizable Courseware is only available as electronic content. ITpreneurs does not print and ship Customizable Courseware. This section sets out the conditions for Customizable Courseware
- ITpreneurs perpetually retains the ownership and distribution rights for intellectual property of Customizable Courseware. In accordance with this license, ITpreneurs grants Partner a non-exclusive, non-transferable, non-assignable, without the right to sublicense, license to use Customizable Courseware as their own courseware.
- ITpreneurs Partners can make copies of the Customizable Courseware under the doctrines of “fair use” and “fair dealing” and distribute Customizable Courseware only in relationship to training programs that are organized and delivered by Partner. Partners can distribute these copies as non-editable and digitally protected files, either as a digital e-book, or as a printed coursebook.
- Partner shall not provide access to editable digital copies of the Customizable Courseware to non-employees of Partner, and may not sell or advertise Customizable Courseware.
- Customizable Courseware shall not be stored on any web servers for display on any website, blog, file sharing server or other electronic medium that is accessible for parties who are not employees of Partner.
- Customizable Courseware may be modified or changed to meet Partners specific training and branding needs. Partner must respect the ITpreneurs copyright at all times.
- ITpreneurs shall terminate this perpetual license immediately for any material breach by Partner of the terms defined for the use of Customizable Courseware. In case of termination Partner returns any and all Customizable Courseware back to ITpreneurs and presents proof that no electronic copies remain within possession of Partner.
- Partner expressly agrees that the use of Customizable Courseware is at Partners sole risk and is presented ‘AS IS’. To the full extent permissible by applicable law, ITpreneurs disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for purpose. ITpreneurs does not warrant that the ITpreneurs Customizable Courseware is free of viruses or other harmful components. ITpreneurs will not be liable for any damages of any kind arising from the use of Customizable Courseware, including but not limited to direct, indirect, incidental, punitive, and consequential damages.