1. Definitions and interpretation
In these General Terms and Conditions, the following expressions shall have the meanings set out below, unless the context otherwise requires:
“Agreement” means these General Terms and Conditions and any accepted Registration Form and any document which is supplemental hereto or which is collateral herewith or which is entered into pursuant to or in accordance with the terms hereof as the same may hereafter be amended, modified or supplemented from time to time;
“Attendee” means the person registered to attend or nominated by the Client in the Registration Form. For the avoidance of doubt, if an Attendee comprises of more than one person or entity, all obligations of such Attendee shall be joint and several as regards such persons and entities;
“Client” means the person or entity requesting to attend or to nominate a person to attend a Course and who is bound by the duties and obligations emanating from the said Agreement;
“Course” refers to the particular IndoJapan Academy training course; workshop; seminar; programme or event described in the then current IndoJapan Academy Training Curriculum or within the course calendar on the IndoJapan Academy website;
“Fee” means the charges set out in the then current IndoJapan Academy Training Curriculum payable by the Client to IndoJapan Academy for the Course;
“IndoJapan Academy” means the training and development initiative set up by PricewaterhouseCoopers Malta and which focuses on promoting learning, networking and sharing of technical knowledge;
“Registration Form” means the IndoJapan Academy registration form and any document ancillary or supplemental thereto which is to be submitted by any Attendee wishing to attend a IndoJapan Academy training course;
Other terms used in the Agreement are defined in the context in which they are used and shall have their respective meanings there indicated.
The headings and expressions in the Agreement are for reference only and shall not affect its interpretation.
2.1 Registration constitutes a request by the Client to apply for and attend a specific Course organised by IndoJapan Academy.
2.2 Such request shall not result in a Course booking/reservation unless and until full payment has been received and successfully processed and verified.
2.3 Any registration made via the telephone or via electronic means shall, upon confirmation thereof by IndoJapan Academy, be deemed to be tantamount to the submission of a Registration Form and shall carry the same duties and obligations.
2.4 At IndoJapan Academy’s sole discretion, each Attendee will be issued a confidential password and a name for his/her account.The Attendee must ensure that his/her password and account are not made available to third parties and shall bear full responsibility for all actions which are undertaken using the password (including by other persons). IndoJapan Academy and/ or PricewaterhouseCoopers Malta will not bear any duty of care or obligation to indemnify the Attendee and/ or Client in any matter relating to such account. Furthermore, IndoJapan Academy may, at is sole discretion, revoke or terminate any such account granted to an Attendee.
2.5 IndoJapan Academy reserves the right to refuse any registration, without the need to give any reason or refund.
3. Fee(s) and payment
3.1 In the case of long courses (courses over 6 hrs), unless otherwise agreed to in writing by the parties, the client shall settle 50% upon booking and the other 50% to be settled before the start of the course. In the case of short courses, (courses under 6 hrs), unless otherwise agreed to in writing by the parties, the client shall settle the fee upon registration for the course.
3.2 Unless otherwise indicated, the Fee is exclusive of any Value Added Tax. Value Added Tax, if any, shall be payable in addition by the Client at the rate then prevailing.
3.3 The Fee covers the provision of standard/ adequate Course material and documentation.
3.4 The time period scheduled for each Course should typically provide for meal and/or refreshment breaks and questions on aspects of the Course contents.
3.5 In the event that the Course content is completed within the allocated time period thereby resulting in an early finish, no adjustment to the Fee may be requested and in no such case will IndoJapan Academy grant a refund.
3.6 In the case full payment has not been settled prior to the start of any given course the Academy reserves the right not to provide access to the course.
4. Cancellation and transfer
4.1 Client may cancel its registration for any Course by providing IndoJapan Academy with a minimum of fifteen (15) business days’ written notice. No refunds of payments effected shall be given. However the Client(s) shall be entitled to a credit equivalent to the same amount. Such credit must be used within twelve (12) months and may only be used in connection with any Course organised by IndoJapan Academy.
4.2 In the event that the Client’s notice for cancellation is less than the minimum stipulated in Clause 4.1 above, the full Fee for such Course shall remain chargeable and no refund or credit note will be granted to the Client.
4.3 IndoJapan Academy reserves the right, at any time and for any reason, to cancel, reschedule or re-arrange the date allocated for any Course. In the event that a Course is cancelled or an Attendee will not be able to attend the said Course on the rescheduled date, IndoJapan Academy shall provide the Client with a full refund of the Fee paid for the cancelled or rescheduled Course and there will be no further liability upon IndoJapan Academy.
4.4 Client may substitute an alternative Attendee to the initial one, provided that IndoJapan Academy‘s agreement is obtained in writing at least ten (10) business days prior to the commencement date of the relevant Course. IndoJapan Academy may, at its sole discretion, accept any such request received after such date.
4.5 Client may transfer a nominated Attendee to another scheduled date for the same Course provided that IndoJapan Academy’s agreement is obtained in writing at least fifteen (15) business days prior to the commencement date of the Course initially registered for. IndoJapan Academy may, at its sole discretion, accept any such request received after such date.
4.6 IndoJapan Academy reserves the right, in limited instances, to change the format of delivery of the training whilst ensuring that the training material is in line with the originally planned agreement.
5. Duties of client
5.1 Client is responsible for advance notification to IndoJapan Academy (within the related section of the Registration Form) of any special requirements relating to the Attendee(s). IndoJapan Academy will endeavour to accommodate such notified needs if it is considered both reasonable and practical to do so.
5.2 Client shall ensure that the Attendee shall have adequate competence, knowledge and skill to benefit from the Course provided by IndoJapan Academy.
5.3 IndoJapan Academy reserves the right to exclude any Attendee from any course due to the Attendee’s disorderly conduct or failure to fulfil the prerequisites as published by IndoJapan Academy or otherwise notified to Client. The relevant Fee shall remain chargeable to Client in such circumstances.
5.4 In relation to any Course to be delivered by IndoJapan Academy on Client’s premises or at any other premises specified by the Client, the Client shall be responsible for ensuring that all reasonable and necessary facilities (including but not limited to the adequate provision of suitable accommodation, hardware, software and other reasonable requirements pre-notified by IndoJapan Academy) are fulfilled and maintained throughout the duration of each Course.
6. Travel and accommodation
Client is sole responsible for all travel arrangements, accommodation requirements and other costs incurred by the Attendee relating to attending any Course provided by IndoJapan Academy.
7. Warranties and liability
7.1 IndoJapan Academy will use reasonable endeavours to ensure that the Courses provided are dispensed with reasonable skill and care and will follow practices consistent with the professional standards in the industry.
7.2 IndoJapan Academy shall only be bound, whether contractually, in tort or otherwise, with the Client and the Client shall indemnify IndoJapan Academy from and against all actions, suits, breaches, claims, demands, costs and expenses which may at any time be taken or made against it by any Attendee unless such actions, suits, breaches, claims, demands, costs and expenses arise as a result of a breach of duty or other negligent, wrongful or unlawful act on the part of IndoJapan Academy.
7.3 The Client shall endeavour to reduce the damage they it may bear and shall not be indemnified by IndoJapan Academy for any damage that it or the Attendee could have reasonably prevented.
7.4 In any case whatsoever, IndoJapan Academy’s total liability in contract, tort or otherwise shall not exceed one time the fee paid by Client for the Course in respect of which the claim is made.
7.5 The Client and/or Attendee shall indemnify and hold harmless IndoJapan Academy, its partners, directors, agents and employees, from and against all claims, actions, demands, losses, costs, expenses (including, without limitation, all legal fees and disbursements), damages, liabilities and lawsuits arising from any breach of Client’s or Attendee’s obligations under this Agreement.
7.6 In no event shall IndoJapan Academy be liable for any indirect, consequential, incidental, reputational or future damage incurred by the Client, including, but not limited to, business interruption, lost business, lost profits, or lost savings, even if it has been advised of their possible existence.
8. Intellectual property rights
8.1 The copyright in and all other intellectual property rights relating to the Course software, data and documentation employed by IndoJapan Academy and any related materials (“Course materials”) provided to the Attendee by IndoJapan Academy are owned exclusively by and hereby reserved to IndoJapan Academy and/or its party licensors. IndoJapan Academy hereby grants to Attendee a non-exclusive, nontransferable, non-sub-licensable licence to use such Course materials solely for the purpose of receiving the Course.
8.2 Under no circumstances may any part of the Course materials be produced or copied in any form or by any means or translated into another language by the Client(s) or Attendee without the prior written permission of IndoJapan Academy.
8.3 The Attendee shall not delete, amend, alter or deface any confidentiality or proprietary notices on the Course materials.
8.4 The Client shall ensure that the Attendee keeps confidential the Course materials and comply fully with all use restrictions in relation to Course materials as notified to the Client or Attendee by IndoJapan Academy.
9. Confidential information
We and you agree to use the other’s confidential information only in relation to the services, and not to disclose it, except where required by law or regulation. However, we may give confidential information to other IndoJapan firms or as long as they are bound by confidentiality obligations. We may also disclose confidential information (i) to third parties such as IT service providers, professional advisers and insurers, and (ii) to the extent that this is required by law and regulations, to any court of competent jurisdiction, or to other third parties. IndoJapan Firms may also share confidential information with other IndoJapan Firms for independence, risk management and quality review purposes.
10. Data Protection
10.1 Compliance – You and we will comply with applicable data protection legislation in relation to any personal data shared with us under the agreement.
10.2 Provision of personal data – You will not provide us with personal data unless the agreement requires the use of it, or we request it from you. In respect of any personal data shared with us, we assume you have necessary authority from relevant data subjects for us to use and transfer it in accordance with the agreement, and that they have been given necessary information regarding its use.
10.3 Data processing – Where we act as a controller, we may process personal data for the purposes of any of: (i) providing the services; (ii) maintaining and using IT systems; (iii) quality, risk and client management activities (iv) providing you with information about us and our range of services; and (v) complying with any requirement of law, regulation or a professional body of which we are a member.
10.4 Data transfers – We may transfer personal data shared with us to other IndoJapan firms, subcontractors and IT service providers in relation to any of the purposes set out in clause 9. Some of these recipients may be located outside the European Union. We will carry out such transfers only where we have a lawful basis to do so, including to a recipient who is: (i) in a country which provides an adequate level of protection for personal data; or (ii) under an agreement which covers the EU requirements for the transfer of personal data to processors outside the EU.
10.5 Data processor –Where we act as processor in relation to your personal data, we will: (i) process it only on your lawful written instructions; (ii) implement appropriate measures designed to ensure its security, including by imposing confidentiality obligations on relevant personnel; (iii) transfer it only to sub-processors (as set out in our privacy notice) under a written contract which imposes obligations consistent with those in this clause 10.5 and you authorise us to transfer your personal data to them; (iv) provide you with reasonable assistance in carrying out any legally required data protection impact assessments, complying with the rights of data subjects and complying with your own data security obligations under applicable data protection legislation; (v) notify you without undue delay after becoming aware of a breach in respect of it; and (vi) on your written request, provide you with reasonable information necessary to demonstrate our compliance with this clause 10.5, which may include any available third party security audit reports.
11.1 The Client agrees and warrants that he/ she nor any Attendee nominated by him/ her in the Registration Form shall not at any time divulge or disclose any confidential information relating in any manner to IndoJapan Academy nor shall he/ she use such information for the benefit of any other person other than IndoJapan Academy.
12.1 The Course and any Course materials provided are not intended to be a definitive or comprehensive analysis of the subject and should not be deemed to constitute a substitute for professional advice.
12.2 This Agreement shall apply without prejudice to any other specific provision, clause or term stipulated by PricewaterhouseCoopers Malta. For the avoidance of doubt, other terms and conditions may apply to this Agreement in particular the legal disclaimer published on the IndoJapan Academy website.
12.3 IndoJapan Academy reserves the right to amend the content of any Course without prior notice when, in the opinion of the IndoJapan Academy, such amendment does not fundamentally change the content of such Course.
12.4 Neither party is liable to the other party under this Agreement in circumstances where, because of a fortuitous event in consequence of an irresistible force, including, but not limited to, any natural disasters, fire, flood, strike, industrial dispute, war or similar action, act of terrorism, uprising, or acts of governmental authority. they are prevented from performing their obligations under this contract due to circumstances beyond their control. In the case where a period has elapsed since the appearance of force majeure or fortuitous event, either party may terminate the contract with no liability.
12.5 Any notice required or permitted to be given by either party to the other under this Agreement shall be in writing and sent by facsimile transmission or delivered by hand or sent by formal communication by certified mail with return receipt requested and addressed to IndoJapan Academy at the address stated on the Registration Form. The notice shall be sent to the address given on the Registration Form and shall be deemed received on actual receipt by hand or three (3) business days after posting or next business day after transmission if sent by facsimile.
12.6 If any provision of this Agreement is held by any competent authority or court to be invalid or unenforceable in whole or in part, the validity of the other provisions and the remainder of the provision in question shall not be affected thereby. In the event of a holding of invalidity so fundamental as to prevent the accomplishment of the purpose of this agreement, the parties shall immediately commence good faith negotiations to remedy such invalidity, illegality or unenforceability or to achieve an alternative provision acceptable to both parties.
12.7 The Agreement shall be governed and interpreted exclusively in accordance with the laws of Malta without giving effect to conflict of law rules. No other legal system will apply to the Agreement or to any Course provided under the Agreement. The location of the signing of the Agreement or of the provision or delivery of the Courses under the Agreement shall have no relevance.
12.8 Any dispute, controversy or claim that may arise out of, or in connection with the Agreement or the execution, breach, termination or invalidity thereof, which cannot be resolved through amicable settlement, will be resolved exclusively in accordance with the laws of Malta. All legal proceedings will be submitted exclusively to the jurisdiction of a Maltese court.