Contact Us

Customised Training Solutions
IIR Holdings Ltd.
Office 320, 3rd Floor
Sultan Business Centre
P.O. Box 21743
Dubai, UAE

Tel: +971-4-407-2624
Fax: +971-4-335 2607
Email: cts@iirme.com
www.iirme.com/cts



Terms and Conditions


1. DEFINITIONS AND INTERPRETATION
1.1 In these Conditions, the following words and phrases have the following meaning:
1.1.1 "Agreement": means these Conditions and the Contract Form;
1.1.2 "Client": means the person, company or firm named as the client as set out in the Contract Form who is party to this Agreement;
1.1.3 "Conditions": means these terms and conditions;
1.1.4 "Contract Form" means the form to which these Conditions are attached setting out the details of the Course(s) and the Training Services;
1.1.5 "Course(s)": means the on-site course(s) run by IIR for the Client as set out on the Contract Form;
1.1.6 "Expenses" means as defined by Condition 4;
1.1.7 "Fees" means as defined by Condition 4;
1.1.8 "Force Majeure Event" means any event arising that is beyond the reasonable control of the affected party (including but not limited to any industrial dispute affecting any third party, venue damage or cancellation, Trainer availability, governmental regulations or action, fire, flood, disaster, civil riot, acts of terrorism or war);
1.1.9 "IIR": means IIR Holdings Limited (Dubai Branch) incorporated and registered in Bermuda whose place of business is at 3rd Floor, Sultan Business Centre, P.O. Box 21743, Dubai, United Arab Emirates trading as IIR Middle East;
1.1.10 "Intellectual Property Rights": means all rights in confidential information (including know how and trade secrets), copyright, database rights, moral rights, rights in designs, trade or business names, trade and service marks and rights in goodwill (whether or not any of these is registered and including applications for registration of any such things and all rights in things that are in principle capable of protection by such registration) and all other intellectual property rights and all rights or forms of protection of a similar nature or having equivalent or similar effect to any of these which may subsist anywhere in the world at any time;
1.1.11 "Trainer": means the person engaged from time to time by IIR to provide the Training Services and any replacement trainer engaged by IIR under Condition 5.2 as appropriate;
1.1.12 "Training Materials": means the materials to be used in connection with the Course(s); and
1.1.13 "Training Services": means the training services provided to the Client in respect of the Course(s) as set out in the Contract Form including the production of the Training Materials
 
2. APPOINTMENT AND TRAINING SERVICES
2.1 The Client appoints IIR to, and IIR agrees to provide or procure the provision of the Training Services in respect of the Course(s) on the terms of this Agreement.
2.2 IIR shall or (where appropriate) will procure that the Trainer shall:
2.2.1 subject to the Client complying with Condition 3.1.4 provide the Client with sufficient copies of the Training Materials for the participants in hard copy; and
2.2.2 subject to the Client providing IIR, its agents, subcontractors, consultants and employees reasonable access to the Course(s) venue and provide and set up any equipment specified to be provided by IIR in the Contract Form.
2.3 IIR shall not be restricted from providing services similar to the Training Services to any third party either during or after the term of this Agreement
2.4 IIR reserves the right to attend any Course(s) for the purpose of assessing the Trainer and the Training Services.
 
3. CLIENT OBLIGATIONS
3.1 The Client shall:
3.1.1 provide all information and assistance reasonably required by IIR or the Trainer in relation to the Course(s);
3.1.2 ensure that the Course(s) venue is suitable for the provision of the Training Services (including, without limitation, that the venue complies with all applicable laws and health and safety requirements) and arrange at its own cost the venue, catering, audio visual, room set up (including, without limitation, providing and setting up the equipment specified to be provided by the Client in the Contract Form) and other facilities in accordance with IIR and/or the Trainer's reasonable requirements;
3.1.3 ensure that any equipment provided by the Client is safe, in good working order and suitable for the provision of the Training Services; and
3.1.4 inform IIR of the final number of participants (not to exceed the maximum number of participants stated on the Contract Form) not less than 7 days prior to the first day of each Course(s).
 
4. FEES
In consideration of IIR providing the Training Services the Client will pay to IIR the fees (the "Fees") and any expenses that the Client has agreed to reimburse (the "Expenses"), in each case as set out on the Contract Form, within 30 days of receipt of IIR's invoice in cleared funds to the back account specified on the invoice. Without prejudice to any other right or remedy that it may have, if the Client fails to pay any Fees or Expenses on the due date for payment, IIR may charge interest at the rate of 2% above the base lending rate of HSBC Bank plc in Dubai accruing on a daily basis. The Client acknowledges and agrees that it is solely responsible for procuring the attendance of participants and shall not be entitled to any reduction in the Fees on the basis of the number of participants attending.
 
5. Changes to the Training Services and Substitution
5.1 The Client acknowledges and agrees that the Fees are calculated on the basis of the scope of the Training Services as specified on the Contract Form. No changes will be made to the Training Services without IIR's prior written consent. Any changes must be requested by the Client by written notice to IIR. If changes to the Training Services are requested by the Client (including, without limitation, in relation to the Course(s) format, content and number of participants), IIR reserves the right to revise the Fees accordingly. If the Client does not agree to pay the revised Fees, unless the Client elects to receive the Training Services unchanged, the Client shall be deemed to have cancelled the Training Services and the provisions of Condition 11.1 shall apply as if the notice requesting changes to the Training Services was a notice of cancellation.
5.2 If the Trainer is unable to attend the Course(s) to provide the Training Services for any reason IIR will inform the Client as soon as reasonably practicable and shall use its reasonable endeavours to appoint a suitable replacement.
 
6. WARRANTIES
IIR warrants that it will (and will procure that the Trainer will) provide the Training Services with reasonable care and skill and that it has the right, title and ability to enter into this Agreement and perform the obligations required under it.
7. NON SOLICITATION
The Client agrees that it will not, whether acting alone or with any other party and whether directly or indirectly, for a period from the date of this Agreement until the date which is 14 months from the last day of the Course (or where Training Services are provided in respect of multiple Courses, 14 months from the last day of the final Course) solicit or to seek to engage, employ or enter into a contract for the services of any Trainer, employee, consultant or subcontractor engaged or employed by IIR ("IIR Retained Trainer") to provide training services or otherwise solicit or endeavor to entice away from IIR the services of any IIR Retained Trainer. From the date of this Agreement to the date which is 24 months from the last day of the Course (or where Training Services are provided in respect of multiple Courses, 14 months from the last day of the final Course) if and to the extent that the Client receives any offer of services from an IIR Retained Trainer, the Client shall refer all such offers immediately to IIR.
 
8. Confidential Information
8.1 For the purposes of this Condition 8 "Confidential Information" means information disclosed by a party (the "Disclosing Party") to another (the "Receiving Party") relating to the Disclosing Party's business, products, affairs and finances, clients, customers and trade secrets including, without limitation, customer lists, billing practices, contractual arrangements, technical data and know-how. The Receiving Party shall not (except in the proper performance of its obligations under this Agreement) during the continuance of this Agreement or at any time thereafter use or disclose to any person, firm or company (and shall use its best endeavours to prevent the publication or disclosure of) any Confidential Information of the Disclosing party. This restriction does not apply to: (i) any information in the public domain other than in breach of this Agreement; (ii) information already in the lawful possession of the Receiving Party before its receipt from the Disclosing Party; (iii) information obtained from a third party who is free to divulge the same; (iv) disclosure of information which is required by law or other competent authorities; and (v) information developed or created by one party independently of the others.
8.2 The Client agrees that IIR may refer to the Client as a client of IIR in promotional material provided that IIR does not disclose any of he Client's Confidential Information
 
9. INTELLECTUAL PROPERTY
IIR (or the Trainer, its subcontractors, agents, consultants or employees as the case may be) owns or is licensed the Intellectual Property Rights in the Training Services. IIR grants (and will procure that the Trainer, its subcontractors, agents, consultants or employees as appropriate will grant) to the Client a personal, non-exclusive, non-transferable licence to use the Training Materials provided that each copy of the Training Materials provided in connection with the Training Services may be only used by the single employee of the Client to who they were provided for their own use and retention solely in connection with the Client's own internal business purposes. The Client may not download, store, reproduce, transmit, display, copy, distribute, resell, sub-licence, rent, lease, transfer or attempt to assign the rights in or commercially exploit or use the Training Materials, alter or create derivative works from the Training Materials or otherwise use or exploit the Training Materials other than as expressly permitted in this Condition 9.
 
10. POSTPONEMENT
The Client may request that the Course(s) be postponed by giving IIR reasonable written notice. IIR shall use its reasonable endeavours to re-arrange the Course(s) for an alternative date but shall not be obliged to re-arrange the Course(s). Where a Course(s) is postponed, the Client shall pay any additional costs and expenses (including, without limitation, additional Trainer's fees) incurred by IIR in connection with the postponement of the Course(s). A Course(s) may only be postponed once and must commence within 60 days from the original date scheduled for the first day of the Course(s) in the absence of which the Client shall pay to IIR the Fees and Expenses in full. If no date for the postponed Course(s) can be mutually agreed, the Course(s) shall be deemed to have been cancelled by the Client and provisions of Condition 11.1 shall apply as if the notice of postponement was a notice of cancellation.
 
11. TERMINATION AND CANCELLATION
11.1 The Client may cancel the Training Services on written notice to IIR provided that if IIR receives the notice of cancellation between 28 days and 8 days (inclusive) prior to the first day of the Course(s) the Client shall pay to IIR a cancellation fee equal to 50% of the Fees and if IIR receives the notice of cancellation 7 days or less prior to the first day of the Course(s) the Client shall pay to IIR a cancellation fee equal to 100% of the Fees, in each case plus Expenses incurred by IIR up to the date the notice of cancellation is received. For the purposes of this Condition 11.1 the relevant dates shall be fixed by reference to the original date of the Course and not the dates of any postponed Course pursuant to Condition 10.
11.2 Either party shall have the right to terminate this Agreement immediately on written notice to the other in the event that: (i) the other party has committed a material breach of any of its obligations under this Agreement and has not remedied such breach (if the same is capable of remedy) within 14 days of receiving written notice of the breach (or such lesser period as would be required for the breach to be remedied in sufficient time prior to the Course(s)); or (ii) the other party goes into liquidation whether compulsory or voluntary or is declared insolvent or if an administrator or receiver is appointed over the whole or any part of that other party's assets or if that other party enters into any arrangement for the benefit of or compounds with its creditors generally or ceases to carry on business or threatens to do any of these things or suffers any analogous event in any jurisdiction.
11.3 Without prejudice to any other right or remedy it may have, in the event that IIR terminates this Agreement under the provisions of Condition 11.2 IIR shall not be required to refund any Fees or Expenses received from the Client and IIR shall be entitled to submit an invoice which will be payable immediately on receipt in respect of the balance (or the whole as the case may be) of the Fees and Expenses.
11.4 Neither party shall be deemed to be in breach of this Agreement or otherwise be liable to the other as a result of any delay or failure to perform its obligations if and to the extent that such delay or failure is caused by a Force Majeure Event. A party who becomes aware of a Force Majeure Event which gives rise to, or is likely to give rise to, any failure or delay to perform its obligations under this Agreement shall forthwith notify the other, and shall inform the other of the period for which it is estimated that such failure or delay will continue. The affected party shall take reasonable steps to mitigate the effect of the Force Majeure Event and shall resume performance of its obligations immediately after the Force Majeure Event has ended. If a Force Majeure Event continues for 3 months either party may terminate this Agreement without liability to the other party provided that IIR shall reimburse any Fees paid by the Client to IIR less a sum equal to IIR's reasonable costs and expenses incurred in connection with the Course(s).
11.5 On termination or expiry of this Agreement the Client shall immediately return to IIR (or, at IIR's option, destroy) all documents, information and other property of IIR (except the Training Materials) in its possession, custody or control.
11.6 Conditions 7, 8, 9, 11.3 to 11.6, 12 and 13 shall survive termination or expiry of this Agreement for any reason.
 
12. LIABILITY AND INDEMNITY
12.1 Nothing in this Agreement shall exclude or limit either party's liability to the other party for liability that cannot be excluded or limited by the applicable law.
12.2 Subject to the provisions in Condition 12.1, neither party shall be liable for any actual or alleged indirect loss or consequential loss howsoever arising suffered by the other including but not limited to loss of profits, anticipated profits, savings, loss of business revenue, loss of business, loss of opportunity, loss of goodwill, or any other type of economic loss. IIR shall have no responsibility or liability for any costs, charges, expenses, losses or damages incurred or sustained by the Client as a result of the performance of IIR's obligations under this Agreement being prevented or delayed if and to the extent that the prevention or delay arises directly or indirectly from any act or omission of the Client. IIR's maximum aggregate liability to the Client under this Agreement or otherwise shall be limited to the total amount of the Fees payable under Condition 4.
 
13. GENERAL
13.1 The relationship between the Client and IIR is one of independent contractor and nothing in this Agreement shall render IIR or the Trainer an employee, worker, partner or agent of the Client. Neither party shall have the authority to bind the other to any contract, commitment, undertaking or otherwise.
13.2 This Agreement shall be governed by and construed in accordance with the laws of the Emirate of Dubai and such Federal Laws of the UAE as shall be applicable in the Emirate of Dubai. All disputes which may arise between the parties shall, if they cannot be amicably settled, be settled by arbitration pursuant to the Arbitration Rules of the Dubai International Arbitration Centre before one (1) arbitrator appointed in compliance with such rules. The arbitration shall take place in the Emirate of Dubai, UAE, the arbitration proceedings and words shall be conducted and documented in the English Language and the arbitral award shall address the costs and expenses of arbitration and all matters related thereto, including the allocation of such costs and expenses between the parties and the award of the arbitrator shall be final and binding on the parties.
13.3 If and to the extent that there is any conflict between these Conditions and the Contract Form, the terms of the Contract Form shall prevail.
13.4 Each party acknowledges that this Agreement constitutes the entire agreement between the parties in relation to the Course(s) and that it does not rely upon any oral or written representation made to it by the other. No variation of this Agreement shall be effective unless made in writing signed by or on behalf of each of the parties to this Agreement.
13.5 No rights under this Agreement may be assigned by the Client save with the prior written consent of IIR. IIR may sub-contract or delegate in any manner any or all of its obligations under this Agreement to any third party or agent
13.6 A person who is not a party to this Agreement shall not have any rights under or in connection with it.
13.7 No failure by either party in exercising any right, power or remedy shall operate as a waiver of the same.
13.8 If any provision of this Agreement (or any part of any provision) is found by an court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed not to form part of this Agreement and the validity and enforceability of the other provisions of this Agreement shall not be affected.