Assessment & Development Consultants Inc ("A&DC") hereby grants you access to these pages on this website (the "Site"), including all information, documents, communications, files, text, graphics and software available through the Site (collectively, the "Material" or "Materials") and all services operated by A&DC and third parties (the "Services") through the Site, conditional upon your agreement to accept the application of local, state, national and/or international law or any regulations having the force of law to govern matters between us in relation to this Site. For further information, please refer to our Terms of Use.
The Services provided by the A&DC Site to which these Terms and Conditions relate are set out below. In entering our Site, you as a user are accepting our Terms and Conditions.
1. Interpretation
1.1 In these Terms and Conditions ("Conditions"):
"A&DC" means Assessment & Development Consultants Inc.
"A&DC Materials" means all works created by or for A&DC including but not limited to exercises (AC-EXS™), tests, training materials, information, documents, communications, files, text, graphics, procedures, know how, presentations and manuals, and including customized works ("Bespoke"), whether written or in the form of a video or software program or in any other medium and whether supplied directly to the Client or as a result of a Training Course;
"A&DC Intellectual Property" means the trademarks and all Intellectual Property rights in the A&DC Materials including copyright, trade names, get up, format or compilation rights, patents and other Intellectual Property rights used or embodied in or used in connection with A&DC Materials (please refer to Copyright);
"Client" means the company, business, individual or any other person (legal or natural) purchasing or using A&DC Materials or attending Training Courses;
"Delegate" means a person sent on A&DC's Training Courses by the Client;
"Registered User" means a person employed by the Client who has been approved and registered by A&DC to use A&DC Materials;
"Trademarks" means names, logos and derivatives of: A&DC®, ADC, AC-EXS™, Inbox™, Behavioral Change Process™, RAPID™, LEAP!™, SAFE™, SAFER™, CBI-SMART™, 360-Propel™ and all other business, trading and domain names used by A&DC in its business; and "Training Course" means the A&DC-approved or organized training courses for Clients designed to lead to the attainment of a level of skill and/or the award of a certificate or registration. Please refer to Copyright for further information.
1.2 The headings in these Conditions are for convenience only and shall not affect their interpretation.
1.3 These Conditions override any earlier terms and conditions appearing in A&DC's catalog's or elsewhere, or referred to by the Client whether in the order or any negotiations.
1.4 A&DC may amend, vary or revise these Conditions from time to time. A&DC shall notify the Client of such revised Conditions, which shall be binding on the parties unless the Client wishes not to accept the new Conditions in which case the Client shall cease using and return all A&DC Materials not in use by the Client at that time.
1.5 CONDITION [8] RELATING TO A&DC INTELLECTUAL PROPERTY SHALL BE OF THE ESSENCE OF THIS AGREEMENT. BREACH OF CLAUSE [8] GIVES A&DC THE RIGHT TO TERMINATE THIS AGREEMENT WITH IMMEDIATE EFFECT. IF NECESSARY, A&DC WILL TAKE LEGAL ACTION TO PROTECT ITS RIGHTS.
2. Conditions of Supply/Use of Materials
2.1 These conditions apply to all A&DC's sales and supply of A&DC Materials and to booking of or attendance at Training Courses to the exclusion of all others.
2.2 All orders for A&DC Materials must be made using the appropriate order form or other mutually agreed format/method and must state the name of the Registered User, the Registered User's registration number and signature/unique identity.
2.3 Registered Users shall inform A&DC of any change of relevant information and must re-register on change of employer.
2.4 Where for whatever reason the Client has no Registered User, A&DC reserves the right to re-possess all A&DC Materials and hold them until a qualified replacement has been registered by A&DC.
2.5 A&DC's Materials will only be supplied to Clients with Registered Users and should only be used by such Registered Users or under their supervision.
2.6 A&DC's Materials shall not be copied, amended or re-sold to any third party (please refer to Copyright). Materials are supplied on the condition that they will be used by the Client in the manner for which they were designed in accordance with A&DC instructions and advice and appropriate professional and ethical standards.
2.7 A&DC reserves the right to withhold A&DC Materials from those who violate such standards or breach any of these Conditions and/or to cancel the registration of Registered Users who are guilty of non-compliance.
2.8 Where the A&DC Materials ordered include computer software then the Client accepts that it is entitled to use the software only in accordance with A&DC's software license, a copy of which is provided with such software.
3. Order Dispatch and Return of A&DC Materials
3.1 A&DC will normally dispatch A&DC Materials within 2 working days of receipt of an order, subject to availability and to clause 4. Orders received after 4pm local time may not be processed until the next working day.
3.2 Telephone orders will be processed by A&DC only on receipt of written confirmation on the same day by email to: info@adc.us.com.
3.3 Unless expressly stated otherwise in these conditions, A&DC will not accept any A&DC Materials for return or refund and this is a condition of sale. If a Client believes there are extenuating circumstances and wishes to discuss the return of A&DC Materials a decision will be made on an individual basis.
3.4 Where a fault or damage to A&DC Materials occurs due to A&DC, full credit will be given on return of A&DC Materials subject to clause 3.5. Where it is not due to an A&DC fault, A&DC reserve the right to charge a handling fee on any A&DC Materials returned when received without prior authorization, whatever the reason for return.
3.5 If any A&DC Materials are faulty, A&DC requests to be notified of them within one calendar month of the date they were received by the Client. A&DC will then either replace the Materials free of charge or refund the full price at A&DC's sole option.
4. Payment Terms and Price
4.1 A&DC accepts payment in $ Dollars (USD) by Check, Bank Transfer, Visa or MasterCard. Payments in other currencies can be made by arrangement. Clients will be expected to pay all charges in relation to bank transfers and currency transactions.
4.2 In respect of A&DC Materials:
(a) All orders must be paid for in advance unless the Client has an authorized account. Under normal circumstances authorized accounts (with a line of credit) are only offered to established and major corporate Clients (subject to credit approval). Authorized account holders are required to supply an official purchase order or written confirmation with each order.
(b) All invoices are due for payment by the Client within 14 days of the date of the invoice.
(c) A&DC reserves the right to ask for pre-payment on small orders or where the account is in arrears.
(d) A&DC reserves the right to charge interest at 3% over the prevailing Federal Reserve Bank base lending rate on overdue balances or those exceeding agreed credit terms.
4.3 In respect of Training Courses:
(a) Payment must be made with the Training Course booking form, following confirmation in writing by A&DC of the availability of a place or places on the Course.
(b) The Training Course fee includes all course materials, refreshments and lunches. Overnight accommodation is not included in the Training Course fee.
4.4 It is a condition of sale that ownership of A&DC Materials shall not pass to the Client until A&DC has received cleared funds in payment.
4.5 Prices of A&DC Materials and Training Course Fees are set out in A&DC's current catalog, websites and/or other related documents and are correct at the time of publication but could be subject to change without notice. Please get in touch for further information.
4.6 Prices for A&DC Materials and Training Courses are exclusive of handling, carriage and any applicable state or federal taxes, all of which could be subject to amendment.
5. Training Courses
The following clauses relate only to Training Courses:
5.1 Reservations:
(a) All reservations must be made on an A&DC Training Course booking form which will be supplied on request or made available automatically on the A&DC Site.
(b) Once a reservation has been made, written confirmation of the booking will be issued along with any pre-course work.
5.2 Cancellation - Clients must notify A&DC of all cancellations in writing:
(a) Cancellation received 30 days or more prior to course commencement will qualify for a full refund of the Training Course fee; however, a $25.00 administration fee will be charged by A&DC and retained.
(b) Cancellation received 10-29 days prior to course commencement will qualify for a refund of 50% of the Training Course fee.
(c) Cancellation received less than 10 working days prior to Training Course commencement will not qualify for any refund and the full Training Course fee will apply.
(d) A&DC reserves the right to cancel a Training Course if, in A&DC's opinion, insufficient bookings are received to make the course viable, or in the event of any unforeseen circumstances beyond its control. A&DC's liability in such circumstances will be limited to notifying Delegates as soon as reasonably possible and to refunding any fees paid in respect of the canceled Training Course.
5.3 Substitutions and Transfers
(a) If any individual Delegate is unable to attend and another Delegate is sent in their place, no cancellation or substitution fee will be charged.
(b) Applications to transfer from one Training Course to another will be treated as a cancellation and the rules for cancellation will apply. The re-scheduled date will be treated as a new booking.
6. Liability
6.1 Subject to condition 6.4 the following provisions set out the entire financial liability of A&DC (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Client in respect of:
(a) Any breach of these Conditions; and
(b) Any representation, statement or tortious act or omission including negligence arising under or in connection with the Conditions.
6.2 All warranties, conditions and other terms implied by relevant state, federal and international law are, to the fullest extent permitted by law, excluded from the Conditions.
6.3 Nothing in these Conditions excludes or limits the liability of A&DC for death or personal injury caused by A&DC's negligence or fraudulent misrepresentation relied upon by the Client.
THE CLIENT'S ATTENTION IS IN PARTICULAR DRAWN TO THE PROVISIONS OF CONDITION 6.4. PLEASE ALSO REFER TO THE DISCLAIMER
6.4 Subject to conditions 6.2 and 6.3:
(a) Subject to 6.4 (b) and (c) A&DC's total liability in contract, tort, misrepresentation or otherwise, arising in connection with the performance or contemplated performance of these Conditions or the use of A&DC Materials or Training Courses shall be limited to replacement or reimbursement in respect of A&DC Materials or Training Courses supplied to the Client; and
(b) A&DC shall not be liable to the Client for any indirect or consequential loss or damage costs, expenses or other claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Conditions or for any acts, omissions or negligence of third parties e.g. late delivery by couriers.
(c) All reports prepared by A&DC represent opinions based on assessment activities and must not be relied upon as statements of fact. For the avoidance of doubt A&DC will not be liable in respect of any recruitment or employment decisions or claims made on the basis of or derived from A&DC Materials, Training Courses or associated procedures.
7. Data Protection and Confidentiality
7.1 The Client and A&DC shall comply with relevant state, federal and international law on data protection in relation to the use of A&DC Materials and Training Courses and the Client shall ensure that it has obtained all necessary consents before passing personal data to A&DC for processing. Furthermore the Client consents to the processing of all data and personal information supplied to A&DC for the purposes of these Conditions and the effective use of the A&DC Materials. Please also refer to our Privacy Policy.
7.2 Each party shall keep confidential all information obtained from the other pursuant to these Conditions and shall not divulge such information to another party without the other's written consent unless ordered to make such a disclosure by a competent court of law or other empowered tribunal or authority or unless required to do so by law. Where disclosure is ordered or, in relation to A&DC, required under applicable state, federal and international law on freedom of information, A&DC will inform the Client accordingly. Each party will ensure its employees, sub-contractors and agents are bound by this clause, which shall not restrict the use of information lawfully in the public domain.
7.3 The content of A&DC's methods of scoring and processing results is secret and confidential and the Client must not disclose this to any third party.
8. Intellectual Property Rights
8.1 The Client acknowledges that A&DC Intellectual Property is the property of A&DC (please refer to Copyright for further information).
8.2 The Client's rights to A&DC Materials and A&DC Intellectual Property are strictly limited to a non-exclusive license as expressly set out in these Conditions and any other written instructions issued to the Client by A&DC.
8.3 The Client shall not reproduce or copy or vary or adapt the A&DC Materials or a substantial part of them by any means or in any way whatever, or enter the same into any kind of information retrieval system including any form of computer system. Any such act or occurrence is an infringement of A&DC Intellectual Property and may amount to a criminal offense. A&DC may take legal action against anyone who infringes its Intellectual Property rights.
8.4 The Client shall not re-use those A&DC Materials which are designated for "one-time use only". A&DC Materials which are not to be re-used are those that relate to individual Participants or Delegates and include "Instructions for the Participant", "Participant Report Form", "Roleplayer Report Form" and "Assessor Report Form". If the Client is unsure of its rights in respect of any particular item it should contact A&DC.
8.5 Intellectual Property rights in any Bespoke A&DC Materials that are specifically developed or created for the Client will be vested in the Client, save that A&DC will retain ownership of any proprietary pre-existing A&DC Materials which become embedded in such A&DC Materials. The Client shall have a free and irrevocable license to make use of any such Bespoke A&DC Materials for their own purposes subject to prior written agreement between A&DC and the Client on the condition that A&DC's invoices for related development and creative work have been paid in full, but shall not publish or circulate the A&DC Materials outside of the Client's organization or for purposes not specified and agreed in writing between A&DC and the Client, or re-sell them to any third party.
8.6 The Client acknowledges that the Trademarks are the property of A&DC and use of the Trademarks by the Client will at all times be in keeping with and will seek to maintain their distinctiveness and reputation as determined by A&DC. The Client will not use the Trademarks in any way that would bring the reputation of A&DC into disrepute.
8.7 Any goodwill in the Trademarks arising as a result of A&DC Training Courses, the purchase or use of A&DC Materials by the Client shall accrue to or is hereby assigned to A&DC.
8.8 The Client will not use any mark or name confusingly similar to the Trademarks in respect of goods similar to the A&DC Materials and will not use the Trademarks on any goods or services other than the A&DC Materials.
8.9 The Client will not use the Trademarks as part of any corporate business or trading name of the Client.
9. General
9.1 Clients will not use A&DC Materials in any way that might bring the reputation of A&DC into disrepute. If a Client does something to bring A&DC into disrepute A&DC reserves the right to withdraw A&DC Services and Materials and repossess any A&DC Materials previously distributed.
9.2 A&DC reserves the right to waive a breach of these Conditions. However, under no circumstances should this be considered as a waiver of any subsequent breach of the same or other conditions.
9.3 The formation, evidence, construction, performance, validity and all aspects of this agreement shall be governed by the laws of the state of North Carolina excluding the application of its conflicts of law rules. You hereby consent to exclusive personal jurisdiction in the courts of the state of Connecticut with regard to any proceedings arising out of or related to these Terms and Conditions of Business.
9.4 A person who is not party to these Terms and Conditions of Business shall have no right under relevant state, federal or international law to enforce any of these Conditions.
A&DC retains the right to change these Terms and Conditions of Business by placing an updated version on this page. Reviewing this page regularly ensures that you are always aware of our Site policies. Your continued use of the Site, or any Materials or Services accessible through it, after such an updated version has been posted on this page, constitutes your acceptance of the changes.
Version 1.0
30 November 2005
